Gwen 10: Omniverse War
by DragonWarrior24
Summary: Revisit the original/outdated version of Gwen 10 the Series before it was evolved into the story you now read. Enjoy it.
1. Chapter 1

**Chapter 1: And Then There Were Ten**

 **Richard: Well, here it is. The original Gwen 10 The Series, originally titled "** ** _Ben 10: Gwen's Alternate Universe_** **" before changing to "** ** _Gwen 10: Omniverse War_** **".**

 **I originally wrote this under the inspiration of** ** _Gwen 10_** **what-if episode, replaying all 4 series with Gwen as a star and some OC storylines.**

 **Because of the improvement I made on Gwen 10, some special episodes shall not be included and especially some chapters were re-made in** ** _Gwen 10 The Series_** **with extended story and better concepts.**

 **Alas, you all want to see the original so here they are. I will not alter the scripts but I'll still fix some grammars.**

 **If you want visualization on characters' arts, it depends on your liking. Visualize them in either the Classic Art, Ultimate Alien Force Art or Omniverse Art.**

* * *

In the emptiness of space, a green outlined grey ship flew through its expanse while behind it was a large brown spaceship with red orbs dotting its hull. The brown ship fired its laser cannons at the much smaller ship until it began to return with a powerful beam of energy that blew apart the command bridge, knocking out an octopus-like alien by the name of **Vilgax**.

The brown ship then countered with its own deadly powerful laser cannon, which tore the grey ship in half. As a last act before its final destruction, the small ship jettisoned a much smaller craft which then began to enter the nearest planet's atmosphere, the name of this planet; Earth.

* * *

Bellwood, a small city located somewhere in United State of America. Bellwood was a great city, like many others, but we are going to focus our view on the middle school of Bellwood.

In the classroom, a brown-haired 10-year-old boy named **Benjamin Kirby Tennyson** was waiting impatiently because today was the final day of school and the start of the summer vacation. Ben wore a white T-shirt that have black stripe that goes from his collar to the bottom of his shirt and has black cuffs on the sleeves. He wore dark green baggy pants, wore a pair of black/green sneakers and has emerald-green eyes.

He gazed at the clocks and it struck 3 o'clock.

"YES! Out of here!" cheered Ben as he stood up and left the classroom with everyone else.

Outside, two bullies; a black-haired boy with a cash register on his shirt and an orange curly-haired boy with glasses, are picking on a kid but they decided to cut him some slack and demanded him to hand over their lunch money. Ben saw him and smacked their heads together, knocking them out without them knowing who attacked them.

"Phew... Thanks, Ben." said the kid.

"It was the last day of school and they still pick on you. They should start picking on someone at their age." scoffed Ben.

"See you after summer." smiled the kid as he waved good-bye.

"No prob." waved Ben as he walked away before the bullies recovered.

Then a RV, known as the **Rust Bucket** , arrived and the power window rolled down to view an not-so-over-weighted 59-year-old man with grey hair, red Hawaiian shirt with pale-red flowers on them, white pants and brown shoes.

"C'mon, Ben. We're burning daylight!" smiled the man.

"Coming, **Grandpa Max**!" smiled Ben as he climbed inside the RV. "I've been waiting for this forev-" Ben stopped as he saw someone sitting on the couch.

It was a girl who has the same age as Ben. She has orange hair with a bang tied by a blue hairpin and wore a long-sleeved shirt that are colored dark-blue on top and light-blue on bottom as well as a cat icon on the center. She wore white pants with matching shoes and, like Ben, she has emerald-green eyes.

"What are _you_ doing here?! What she's doing here?!" Ben asked Max while pointing at the girl.

"Don't even think about it, Dweeb! This isn't my idea either but someone convinced my Mom that having this trip is a greatest experience for me." scoffed the girl named **Gwendolyn Tennyson** or Gwen for short.

"Grandpa, please tell me you didn't!" begged Ben.

"I thought it will be great if your cousin tagged along on this trip. Is that a problem?" asked Max. Ben and Gwen didn't answer as they glanced at each other. As they left Bellwood and drove down through the highway street, Ben laid down on his couch with his arms crossed.

"I can't believe it! I was waiting for the best summer vacation ever and now the Queen of Geeks tagged along for the ride!" complained Ben.

"Hey, I had my own summer vacation all planned out! I have marked two activities a day so I never repeated them twice." Gwen showed Ben a colored calendar where the dates are marked for two events on each day and Ben become surprised of that. "Now I'm stuck with my doofus cousin for 3 months." she said with annoyance.

"Geek!" scoffed Ben.

"Jerk!" frowned Gwen.

"Looks like this is going to be a long vacation." said Max as he overheard their argument.

* * *

They have arrived at the Yellowstone Park and parked the Rust Bucket in the forest. It was nighttime so it's dinner time.

"Chow time." smiled Max as he brought a bowl of worms, live!

"Okay, I give up. What is that?" asked Ben.

"Mealworms. They're considered a delicacy." smiled Max as a mealworm fell out of the bowl and crawled away on the table, grossing Gwen out.

"Ugh! Can we have a burger or something?" asked Ben and Gwen nodded with a smile.

"Nonsense. This trip will give you a great taste in your stomach. I'll get the tongue." smiled Max and Gwen groaned in disgust while Ben held up the worm and dunno whether or not he should eat it.

After dinner, Gwen starts browsing through her laptop while Ben plays his PSVita. Grandpa Max arrived with a bag of marshmallow

"Okay, who wants to hear a ghost story?" asked Grandpa Max.

"How about a story where Gwen was a total freakazoid and everyone called her "freak" and she ended up in Lonelywoods?" asked Ben with a sly grin. Gwen was really hurt this time. Sure she can take his insults but that one was too much.

"Benjermin Kirby Tennyson, I HATE YOU!" cried Gwen as she ran off into the woods. Max shook his head and sighed of their argument.

Gwen continues running until she can't run no more. She wiped her tears off and looks back as she sniffed her nose.

"Why people say we're related? We are nothing alike." said Gwen as she continued walking in the wood. Then she heard a whooshing sound. She looked up and saw a falling green star.

"Wow! A shooting star!" Gwen placed her hands together and made a wish. When she opened her eyes, she saw something that made her wide-eyed: the shooting star changed direction and head toward her!

"EEK!" squealed Gwen as she quickly turn and ran to the opposite direction. The star crashed against the ground and Gwen got pushed forward by the blast. As the smoke lifted, Gwen stood up and checked the crash site. It's a metallic sphere.

"It's not a meteorite. Not even a satellite." Gwen wondered then she made a small "eep" as she fell into crater because the edge was loosen by the crash. She stood on her feet and dust off her pants then patted her butt twice. "Ow... My butt." moaned Gwen.

She walked toward the sphere then the sphere open wide. Inside the sphere was a very big black/grey wristwatch with white tubes, green buttons with a large one on one side and has a hourglass-shape faceplate with grey section and black outlines. The device gave out a beeping sound and the faceplate gave out a green emanating glow.

"What's that?" Gwen bended over and reached her hand out to pick up the device. Suddenly the device unstrapped itself, jumps up and strapped itself on Gwen's wrist then changed its colors that matched Gwen's shirt. "AHHH! Get off! Get off! GRANDPA!" screamed Gwen as she crawled out of the crater and ran through the woods.

* * *

"Hmm, I wonder what's taking Gwen so long?" wondered Max.

"Maybe she was abducted by aliens." joked Ben. Max look at Ben with a serious look in his eyes. "What? I can dream, can't I?"

* * *

Meanwhile, Gwen struggled to get the watch off her wrist but she can't and was about to give up until she saw the green button.

"What's this? Maybe a release button?" wondered Gwen. She pressed the button and the core popped up. The hourglass symbol morphed into diamond shape and revealed a silhouette icon with bulky arms and flame-like head then the device let out a beeping sound. "Huh? What is this? Maybe if I press it down, it'll let go of me. Please make it let go!" pleaded Gwen as she pressed the core down.

The watch released a burst of green energy then the device sank into her wrist as her hand becomes covered with multiple charcoal-black rocks. The rocks traveled up to her arm then her shoulder and finally reached to her eye as she screamed in horror and pain then her eyes glowed yellow as the rocks formed around it then everything went black. When she opened her eyes, she gazed at her hands: her hands became a pair of flaming hands with dark-red magma rock-like shells!

"AHHHHHH!" screamed Gwen in a feminine Ghost Rider-like voice. "I'm on fire! I'M ON FIRE! WAAAHHHH!" Gwen, now transformed into a living entity of pure flames and lava, started running around in panic until she realized she's not feeling any pain or burn.

"Hey... I'm on fire and nothing happen?! This is weird... This watch turned me into a walking firewall. I better find Grandpa and tell him about this." Gwen ran through the forest until she returned to the camp site. She starts calling her grandpa and Ben.

"Grandpa Max! Ben! Where are you?" she called as she looks around.

"Hey, it's 10:00. No need to...to..." Ben walked out from the mobile home, rubbing his eyes until he remained frozen by the sight of Gwen. "YAAH!" screamed Ben.

"Hey, stop screaming!" growl Gwen then she got sprayed by a fire extinguisher from Ben. She coughed twice then ignites her head in flames again.

"Step away from me, you freak!" shouted Ben with the fire extinguisher in his hands. Gwen had enough of Ben calling her "freak". She glared at Ben strongly that, suddenly, Ben's pants ignited in flames.

"Yeow! Hot hot hot!" panicked Ben as he ran around then sprayed himself with the fire extinguisher. Gwen was amazed of what she did and started giggling. "Grr! Say good-bye!"

"In your dream, dork!" scoffed Gwen. Ben realized there is only one person who called him "dork" and that human fireball is...

"Gwen?! Is that you?! How did you get covered in flames and grew taller?!" asked Ben in confusion.

"Well I—" Before she start explaining, Max came out of the van.

"What's all that no— What in blazes?!" exclaimed Max.

"Grandpa, guess who it is." said Ben.

"Hi, Grandpa." smiled Gwen as she waved her flaming hand.

"Gwen?! What happen?!" asked Max. They sat down near the firewood and Gwen explained everything that happened.

"So you're saying that the watch just jump up and clamp on to your wrist?" asked Max, just to be sure he understood her story.

"That's right. I can't get it off either." said Gwen with a mouthful of melted marshmallow.

"You think she'll stay as a monster forever?" asked Ben as he ate some marshmallows.

"Not a monster, an alien." said Max with a grim tone. Both Gwen & Ben gazed at Max after he said "alien". Max quickly came up with an answer, "I mean, look at her. What else can she be?"

"No! I can't stay like this forever! All my grades will drop since I'll be burning everything I touch!" whined Gwen.

Before they can think of something, the watch symbol, somehow shaped like a cat icon, located on her chest start flashing in red light and let out a loud beeping sound. The sound went from loud to soft then dies out. Gwen's body released a flash of bright light then she transformed back to her original self. She looks at herself and a wide smile came across her face.

"I'm me again!" she squealed in joy.

"Aw, man. I was hoping to use you as an oven." moaned Ben.

"I still can't get this thing off!" grunted Gwen as she tried to pull the watch off her wrist.

"Better not to mess with that thing until we know what the heck it is. I'm going to check out the crash site. Stay here." ordered Max as he head into the woods with a flashlight.

* * *

Meanwhile in space, the group of drones are fixing the ship and a humanoid drone, known as **Bioid** , went to the stasis tank, where his captain was placed for regeneration, and told him about the half-destroyed ship that fled into Earth after boarding..

"What do you mean 'it's not there'?! That battle almost causes me my life! And you're telling me the **Omnitrix** is not aboard on the ship?!" asked Vilgax with a raspy voice in every breath he take. His body was mortally damages, with a missing arm and legs.

" _Sensor indicated a pod jettison from the ship, just before boarding. It landed on the planet below._ " answered the Bioid.

"Go! Find it!" ordered Vilgax to a mysterious figure that left without question.

The ship launched a pod to Earth. Then, after entering the atmosphere, it crashed on the ground and transformed into a giant Bioid with spider-like legs. It saw the pod where the watch was found then scanned it until it realized it was empty.

It trusted its hand and fired a powerful laser blast & blew the pod into pieces. Then two disks ejected from the robot's shoulders then transform into drones and flew off to find the "Omnitrix".

* * *

Back at camp, Gwen remained sitting on the log until Ben snuck behind her and tried to press the button. Gwen saw him and quickly moved her arm away from him.

"What are you doing?" asked Gwen.

"Trying to see what it does." answered Ben.

"Grandpa said not to mess with it so I'll make sure I won't turn into that firewall gal." Gwen crossed her arms and glared at Ben.

"Aren't you curious?" he asked.

"Not in a least." Gwen replies as she turned away from her cousin.

"Are you sure we're related?" asked Ben.

* * *

Max arrived at the crash site then found what remains of the pod. He picked up the pieces and gazed at it closely.

"I don't like the look of this, not one little bit." muttered Max.

* * *

"If you can figure out how to use it, you can be famous!" smiled Ben.

"Yeah, in a freak show!" frowned Gwen.

"C'mon, transform into that fire girl." begged Ben.

"No!" snapped Gwen.

"Then I'll do it for you!" Ben grabbed her arm and tried to press the green button while she struggled to break free.

"Let go of me, you big Doofus!" growled Gwen.

Ben pressed it and the core popped up and revealed an icon of a cat-like figure. Ben accidentally pressed the core and the watch released a pulse of green energy that pushed Ben away.

The watch sank into Gwen's wrist again but this time, her blood vessels expand greatly and travel all the way to her eyes. She clutched her eyes shut then she shot them open. Her eyes turned green with up-and-down slits. Her body starts growing violet fur with blue stripes, and her teeth sharpen itself to point. Her fingers grew sharp claws, grew a long tail then her hair grew longer and turned pink.

She transformed into a tiger-like humanoid creature with a short-sleeved uniform, colored in two shade of blue, and wore a black/dark-blue brace that have the cat-shaped watch symbol on her left shoulder. She spun around, lifted her arm and slammed her claws against the ground then let out a feminine tiger-like roar.

"RAAAAOOOOWW!"

"Whoa... You turned into a tiger girl!" exclaimed Ben. "Wow! We are going to need a bigger litter box!" laughed Ben.

"Grarr!" growled Gwen as she doesn't find that joke funny.

"What's wrong? Cat got your tongue? Ha ha ha! Get it?" laughed Ben.

"Grrr! RAAAAOWWW!" Gwen roared at Ben with anger and Ben closed his eyes as the wind blew through his face.

"Your breath will definitely get the job done." joked Ben as he covered his nose.

Then he got an idea; he grabbed a bucket of water and plans to dump it on Gwen. However when he's about to dump it, she quickly sensed him coming and jump over Ben, somersaulted and land on the RV while she made Ben lose balance & dumped the water on himself. She gave a grin after she saw how fast and agile she becomes.

"Ooookay, maybe not a total loser." Ben said.

Gwen jump in front of Ben and gave a sly grin as she ready her claws. Ben gulped strongly and back away from Gwen but, before she scares Ben, she smelled something. Whatever it is, it's making her feel uneasy and has the urge to go after the source of the scent. She leapt over Ben then ran into the forest.

"Whoa, come back! Grandpa Max is going to get mad if he finds out you turned into a tiger lady when he told you not to! Wait, that's my fault." said Ben as he remembered he pressed the core for her.

Gwen starts jumping from tree to tree, searching for the source of the scent. Then someone spotted her and she quickly sensed the danger. She leapt away and a laser blasted the tree apart. The lasers blasted every tree as it tried to hit Gwen.

Gwen landed on the trip and saw the drone, who was the attacker. She leapt away after the drone blasted the tree with its laser. The drone lost sight of her then she leapt out of the tree, pounced on the drone and she starts tearing it apart with her claws and teeth.

The symbol start beeping and she looked at her shoulder then she looks ahead and saw they're heading toward the cliff. She jump down and landed into a bush while the drone crash and exploded. A red light flashes from the bush and Gwen emerged as a human again.

"YYYES!" cheered Gwen. But her victory was cut short as another drone appeared in front of her and aimed its laser cannon at her. "Uh-oh." gasped Gwen then a shovel rammed the drone's face. It was Ben and he continued to smash the drone with the shovel.

"Take that, Tin can!" grunted Ben.

"I never thought I say this, but thanks for saving me." said Gwen. The drone ignited in flames and the two cousins quickly ran away from it as it exploded.

* * *

Back at the camp site, inside the Rust Bucket.

"Ben, you shouldn't have mess with the watch. That's why I told her not to mess with it until we know what it is." said Max and Ben nodded in agreement.

"But thanks to him, I finally know how to activate it. First you press the green button, the core pops up, select the icon, slam it down & there, you transformed into 10 different aliens." explained Gwen.

"What about the part of turning back into a plain old lady?" asked Ben rudely.

"I realized that I can stay in the alien form for 10 minutes." answered Gwen.

"10-year-old girl who can transform into 10 super-cool alien chicks for 10 minutes? What are the odd?" asked Ben.

"You're odd." joked Gwen.

"Hmm, with the device that powerful, we need to teach you, fast." smiled Max.

"R-Really?!" asked Gwen with a smile like she like the idea of being a super heroine. Then they heard an SOS from the radio.

" _Mayday! Mayday! Anyone who can hear me, we need help! We're under attack by a, I don't know if you believe me, but robot!_ " panicked the man over the radio.

"Must be those same robots that attack me! They must be looking for the watch... We must help them!" shouted Gwen.

"How?" asked Ben then Gwen gazed at the watch and gave a grin.

* * *

As they almost reached to the Yellowstone Park, they stopped for awhile so Gwen used the watch. She looks at Max and he gave a nod. She pressed the button; the core popped up and selects the icons. She picked the one which looks like a slender bulked figure with two spikes then pressed the core down.

The watch released a burst of green energy as her arm got completely covered in teal organic crystal-like skin. Then her face got covered in crystal, clutched her eyes then shot them open, revealing her eyes turned fully green. Next, her legs become covered in crystal skin then she spun around and stood firmly as she transformed into a diamond-like alien being with flat head with one hairpin on the left. She wore a sleeveless uniform that stopped at her forelegs and was colored with both shades of blues on each side with black pattern that covered around the cat-shaped watch symbol that was placed on her left chest and wore black shoes.

"So what does she do?" asked Ben.

"I don't know, but I bet it will be useful!" grinned Gwen in a serious, mature voice as she make fist.

* * *

When they arrived at the camp, they found the giant Bioid tossing cars around and firing its laser cannons, destroying everything in its path.

"It has to be the big one..." groaned Gwen. "Okay, you two get the people out of there while I'll distract him." Ben & Max nodded in agreement then ran ahead to help the people. Gwen glared at the robot and her glares lit up her eyes.

The Bioid spotted the park ranger and grabbed him but then a rock struck his head (of course it didn't hurt.) and turned it head to see who threw that.

"Hey, Tin Can! Pick on someone your own size!" shouted Gwen.

The Bioid scanned her closely then saw her symbol on her left chest. Target reticule confirmed it as its target then it thrust its claws and blasted Gwen with a laser cannon. Gwen crashed into the cars and got buried inside then cut her way out. She gazed at her hand, which it sharp shifted into a long sword-like form then turned back into her hand.

"Of course, I'm made of diamond. Diamond has tough durability & can reflect energy! That's it!" smiled Gwen as she got a plan.

As the Bioid approached her, she jump up high then swung her fists down and smacked its head. The Bioid staggered back and dropped the park ranger as it crashed on its back. It stood back up then grabbed Gwen and tossed her into the trailer then fired a laser cannon that obliterated her in an explosion.

The Park Ranger recovered and asked Ben, "Will someone tell me what's going on?"

"You won't believe me if I tell you, c'mon!" said Ben as he dragged the Park Ranger away from the battlefield.

Gwen got used to her new powers so she jump toward the Bioid, turned her arm into a blade and sliced the Bioid's arm off. She landed on the ground then turned around to face the wounded giant. He fired his laser beam but Gwen used her hands as a mirror and redirected the laser by sweeping it from left to right, slicing the Bioid in half. The Bioid exploded into pieces & debris went flying everywhere. Max & Ben cheered at Gwen's victory.

"ALL RIGHT! Way to go, Gw—" Max noticed the people were looking at them like they think they know who she really is. "Uh... Miss Diamond Head!" cheered Max nervously.

"Since the danger has pass, allow me to leave." said Gwen, trying to act mature and walk away.

"Who is that woman?" asked one of the campers. Max & Ben quickly tip-toed away before they start asking questions on them.

* * *

Inside the spaceship, the Bioid brought bad news to Vilgax.

"MISSION FAILED!? Whoever found that Omnitrix to prevent me from obtaining it will hang on my trophy wall!" growled Vilgax.

* * *

In the morning, Ben & Max are packing up to continue their road trip until Max noticed someone's missing.

"Ben, where's Gwen?" asked Max.

"I don't know. I went to her bed to scare her but she's not there." shrugged Ben.

Then they heard a sonic boom and a dust cloud appeared from the distance, heading toward them at tremendous speed until it skidded to a halt.

The dust cloud subsided and revealed a velociraptor wearing a dark-blue uniform with light blue V-pattern on center that covered her body minus her forelegs and forearms, has two white stripes on the tip of her tail, wore a black helmet with blue scissor-shaped visor and a hairpin, has orbs under her feet and her skin are turquoise. Her mask opened up and revealed the lizard's face with green eyes, black eyebrows and has freckles. She has the same cat-shaped watch symbol on her chest.

"Gwen?" asked Max.

"That's right! Check this out!" smiled Gwen in a teenage, fast-pace/high-pitch voice. She wore her mask covered her face then dropped on her running stance. Suddenly she starts moving at supersonic speed, instantly pack up the remaining boxes then return to her original spot. "Super fast!" grinned Gwen then the symbol start flashing and beeping. A flash of light blinded them then Gwen returned back to normal.

"This is so COOL!" squealed Gwen.

"Yeah, whatever." shrugged Ben as he enters the van then looked back, "By the way, where did you go?"

"I...went to take care of something before we go." Gwen gave a sly grin as she joins the other.

* * *

Back in Bellwood, the librarian was surprised to see all the books Gwen had borrowed has return in a second and 3 girls, who annoyed Gwen several times because of her intellect, got their panties pinned on the tree breach, at 10 feet off the ground.

"Hey, what happen?!" asked girl #1.

"I don't know... It all happen so fast." answered girl #2 as she moaned, due of the sharp pain she received from her panties after being yanked up hard.

"Hey, anyone! A little help here please!" shouted girl #3 at the top of her lungs.

* * *

 **Richard: Now, do not complain on some dialogues. This is an old story before the improvement on** ** _Gwen 10 the Series_** **. And you want it that way for nostalgia sake.**

 **Now I will give some fun facts:**

 **1) While** ** _Gwen 10_** **what-if episode is an inspiration for the story, it was** ** _And Then There Were None_** **and** ** _And Then There Were Ben_** **two-part special of Omniverse that fully motivated me on making this story.**

 **2) The time period of Gwen 10 story is 2012, which it's the publish year for** ** _Ben 10: Gwen's AU_** **and thus, the time period for** ** _Gwen 10_** **is 2012. That means Gwen and Ben of that universe are born in December 27, 2001.**

 **3) While the canonical Gwen was confirmed to be the Spark, hence the eyes and the Omnitrix interface, I chosen that Gwen 10/Hero Core to only wields the Omnitrix while Ben has the Spark, which it's a role-reversal matter.**

 **4) Gwen 10 is more tactical and resourceful then Ben 10. This is evident as Gwen chosen Diamondhead to stall Eon, knowing full well of her age immunity and long-range attack that keeps Eon from getting a good look at her.**

 **Enjoy the re-visit of the old and leave reviews if you like.**


	2. Chapter 2

**Chapter 2: Washington B.C.**

 **Richard: Ah, crazy old Aloysius James Animo. Dr. Animo was depicted as a stereotype mad scientist but what makes him unique that he goes around mutating animals to do his biddin' and proven himself to be very dangerous and unpredictable.**

 **The most awesome moment of Dr. Animo is when he conquered the Null Void and proclaim himself as D'Void. A prison for inter-galactic criminals with no escapes and Dr. Animo, a mere mortal, conquered it! That was an awesome moment in the Alien Force.**

 **The second awesome moment of Dr. Animo is the displayment of how far his insanity goes. Between the 20 year time gap (or 14 year for the third future timeline), Dr. Animo attempted to repeat the accident that results Kevin into becoming Kevin 11, which only results in destroying HIS OWN BODY! And only his head is intact.**

 **He then proceeds on encasing his head in a dome and possessed the body of an albino gorilla whose strength rivals an adult Tetramand at their prime. When I saw Future Animo, I was horrified of how far a man goes for power.**

 **In _2016_ , the new version of Animo is a bit different. Rather than losing his mind of losing his teaching degree and being kicked out, it had something to do with his family name. I didn't watch much but that's what I know so far.**

 **However, when I re-make _Gwen 10_ , I decide to make Animo a good guy and have Cassidy Animal to be the new Dr. Animo named Chimera, or Chimaera, depending which name you find it cooler.**

 **Coincidentally, the episode where Dr. Animo injected the Omnitrix DNA into himself and turns into various aliens before stopping to Rath was very similar to Chimera, who wields her version of the Omnitrix and can transform into various creatures.**

 **When it comes to which is the best villain, Animo of 2006 is the best version of Animo as Omniverse reduced him into a comic relief and a non-threatening character. 2016 managed to keep his dangerous and unpredictable traits, and while the Animorph Gun is less impressive then the DNA Transmodulator, I kinda enjoyed it.**

 **The major difference between Animo and Casey is that, while they both had been shunned from their methods, Casey didn't want blood in the first place but after the Season 1 event, there's no turning back and must accept the path she took.**

 **And while they both create and control Mutant Animals, Animo only used them as tools and doesn't really attune with them. Casey, on the other hand, is very much attune with the animals and didn't force them to join her goal, they did it willingly.**

 **Anyway, enjoy the re-visit of Chapter 2.**

* * *

Somewhere in the city of Washington D.C., one of the buildings in the neighborhood was on fire. Many firefighters arrived and work hard to put out the fires while some of them break in and rescue the civilians trapped inside. They managed to get everyone out except for a woman and her child, who are trapped in the 4th floor.

As the woman and her son struggled to find a way out, the ceiling grew very weak by the flames and went loose. The woman shielded her son and they shut their eyes as they brace for impact. They heard a thud but they felt nothing pressed hard on them so the boy slowly open his eyes and saw something that amazed him.

"Who are you?" asked the boy. Standing in front of them and holding the debris up was a flaming female humanoid made of molten rocks and she wore a cat-shaped hourglass symbol on her chest.

"Don't worry, I'm here to help!" answered **Heatblast** as she tossed the debris to the side then she thrust her hands out and absorbed all the flames in the room. Once the flames are barely removed, Heatblast gave a "c'mon" hand gesture and the boy followed her with a smile, and his mother followed them. As they exited the room, "Come on, we'll take the stairs." she said but flames has weaken the stair and they got destroyed. The woman and her son stare at Heatblast and she gave a confused glance at the stair.

"On second thought... That way!" Heatblast turned around and pointed at the window nearby. Heatblast dropped in power-up stance and amped up her flames. Then she thrust her hand and fired a heat ray, destroying the window to form an opening.

Outside, everyone got startle by the explosion on the 4th floor but startle them more was a flaming tornado erupting from the hole then landed on the ground. The tornado dissolved and revealed Heatblast with the woman and her son. Everyone cheered at Heatblast while the firefighters managed to put out the flames.

"Easy, easy. It was nothing. All of the hero's work and—" Her heroic talk was interrupted when the Rust Bucket arrived and parked next to her. Ben was sitting at the navigator seat and called out to his cousin.

"Hey, Supergirl! The fire incident was a diversion for the bank robbery! The bad guys are getting away so get your overgrown flaming butt in here and let's go!" shouted Ben rudely. Heatblast glared at Ben for his insult and grumbled under her breath.

"I knew that."

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in charcoal rock-like skin then traveled up to her eyes as she screamed and her eyes glowed amber.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slams her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- A cat-like alien humanoid.

#2- A four-armed, four-eyed, red-skinned alien.

 ** _Fighting all evil from Earth or space!_**

#3- A small amphibious, bug-eyed grey alien.

#4- A velociraptor with orbs on her feet and wore protective helmet.

 ** _She'll never stop until she makes them pay!_**

#5- A living entity made of powerful durable crystal.

#6- A living, stretchable metal being with aqua digital stripes and has one eye.

#7- An aquatic shark-alligator-fish hybrid humanoid alien.

 ** _'Cause she is the baddest girl who save the day!_**

#8- A ghost-like alien with one purple eye.

#9- A humanoid firefly with two large wings.

#10- A living fire-like alien.

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leapt out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life-form then the velociraptor alien was running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

At the street of Washington D.C., there was a purple muscle car driving through the street at high-speed. Thanks to the fire incident, no one was aware of the bank robbery until it was too late. 4 thugs all dressed in purple jacket, purple pants and wore purple masks that conceal their face minus their eyes and mouth, driving down the street with no polices chasing them.

One of the **Purple Offenders** glance his eyes at the side-mirror and noticed the Rust Bucket.

"Huh? Is that RV following us?" asked Purple Offender #1. The second one just shrugged while the other 2 looked behind them to see.

Max continued chasing after the Purple Offenders until he caught a whiff of something burning. He looked to his right and saw charcoal black smoke emanating from the seat Heatblast was sitting on.

"I should've brought that fireproof seat cover when I had the chance." said Max.

"Sorry, Grandpa. I couldn't help it, I'm a living firewall." sighed Heatblast as she shrugged.

Then she got sprayed by a fire extinguisher, dissolving her flames. She shook her head in annoyance then glared at Ben, who was holding the fire extinguisher, as she re-ignited her head in flames.

"You know, I was wondering if you have any alien form that has water power. That way, you won't burn the seat." frowned Ben.

"It's not my fault Heatblast can't control her body heat!" growled Heatblast.

"Yeah, or having a big flaming butt." grinned Ben.

"I don't have a BIG BUTT!" Heatblast said those two last words with anger.

"Chill out, hot head." smirked Ben as he blasted her butt with his fire extinguisher, making her jump as it gave a sudden cold on her butt.

The Purple Offender decided to shoot at the Rust Bucket so Heatblast poked out of the power-window, placed her hands together and formed a fireball. She thrust her hands forward and launched the fireball.

It struck the muscle car's rear end, releasing a small explosion that propelled the rear up and the rear wheels got blown off. They lost control of their vehicle and crashed against the wall. As they recovered from dizziness, Heatblast arrived and ripped the door off with her bare hands.

"Now, boys, shall we do this the easy way...or the hard way?" grinned Heatblast as she bend and crushed the door like it was paper.

The Purple Offender grew wide-eyed and terrified by her strength so they glances each other than exchanged nods of defeat. "Good. Up against the wall." ordered Heatblast and the thugs obliged as they stepped out and placed their hands on the wall.

"You are going to stay behind bars for the rest of your—" Unbeknownst to Heatblast, her watch symbol start flashing red and gave out a warning sound then, before she know it, she got bathed in red light then began to shrink.

"—life!" Heatblast finished her sentence with a young, tomboyish voice. The Purple Offenders become confused when they heard the woman voice changed into a small female voice so they glanced over their shoulders and saw Heatblast as Gwen, who has her hands on her hips and has a wide, cocky smile.

"Huh?! It's just a girl! Grab the bag!" ordered Purple Offenders #1. Gwen became confused of their sudden change of behavior then look at herself.

"Uh-oh!" she exclaimed. Fortunately for Gwen, the polices arrived and she quickly come up with a way to not get suspicious. "Help! They tried to take me hostage!" she screamed as she ran to the police car.

The polices aimed their gun at the Purple Offenders, demanding them to dropped the bag and put their hands up. Gwen sighed in relief and joined up with Ben and Max to do some shopping.

* * *

In the morning, somewhere across the neighborhood, there was a lone apartment and the landlord approached the door. He starts knocking the door very hard.

"Animo! You are way overdue! Come out!" ordered the landlord as he continue banging the door. No answer so he turned the knob and the door was open.

He went inside and starts searching for this Animo. There are many tanks and cages around the room, filled with snakes, frogs, rats, birds, you name it. There's also a TV left on, with the news reports about alien activity. It has the scenes of **Diamondhead** battling the Bioid at the camp site.

"Phew... Smells like a zoo in here!" complained the landlord as he covered his nose from the aroma. He walked toward the tank where a bullfrog is and examines it. Unbeknownst to him, someone walked up behind him and when the landlord stood up and turned around...

"YAAAAH!" yelped the landlord.

"What are you doing here!?" snapped an old man. It can tell he never went outside because his hairs are white, his skin is green and his eyes have black marking, indicating he never slept. "This is my property!" snarled the old man.

" _Was_ your property. You never pay the rents so I got the authority to kick you and your animal zoo out." explained the landlord as he held out the paper as proof. The man, known as **Dr. Animo** , glance his eyes at the bullfrog then back to his landlord.

"Do you like pets?" smirked Dr. Animo as he reach down his hands and picked up his bullfrog from its tank then placed it on the floor. "Then you're gonna love this!" Dr. Animo reached out for something then pulled out a helmet, which it was made with several items such as power cords (which acts like horns), belt strap and other gizmos.

It also has two lens that shield his eyes from the sunlight, due of being in darkness for too long, and has a large button, attached to two belt straps, that can be rotate and press. He wore it one on his head and the other on his chest then faced the landlord.

"Pfffft! Ha ha ha ha! What, are you going as a moose? Ha ha!" laughed the landlord.

"This, you peabrain, is my **Transmodulator**. Phase 1: Acceleration of Genetic Cells. It has the ability to mutate and accelerate one's cells at tremendous rate. Observe!" grinned Dr. Animo as he placed his hand on the button, rotated it from left to right, causing the Transmodulator to give out a beeping sound as the energy built up then pressed the button and fired a red focused-energy beam from his horns, zapping the bullfrog with its energy.

The landlord stepped back in horror as the bullfrog suddenly grew gigantic, gain a second pair of eyes, grew several horns and his eyes are red.

"AAAAAAHH!" screamed the landlord as the **Mutant Frog** open his mouth and swallow him. He croaked deeply as the landlord start muffling in his mouth.

"Sorry, can't hear you! Maybe you have a frog on your throat! Ha ha ha, or was that the other way around?! GYAH HA HA HA HA!" laughed Dr. Animo like a mad scientist.

The Mutant Frog then spat the landlord out of his mouth. He was covered in drools and moaned in pain as he fell unconscious. Dr. Animo then held up a paper that has the list of the items for his Transmodulator.

"I only need a few more components to complete my invention, if only I know where to find it!" growled Dr. Animo as the last components was needed and doesn't know where to find it.

Then he heard the TV giving the announcement of the Mega Mart, stating that they have everything any people needed, including a certain items that were needed for his Transmodulator.

"Ah, just what the doctor order." grinned Dr. Animo with an evil grin.

* * *

The **Team Tennyson** arrived at the Mega Mart and began their shopping for foods. The cousins grabbed some snacks and foods such as pizzas and sandwiches but Max picked some sheep tongue and octopus, grossing the duo out. As they walked to the next section, Ben glanced to his left and noticed something that made him grew wide-eyed and have a big smile shaped like a watermelon slice.

"The Sumo Slammer Cards! The complete set!" said Ben in glee as he ran to the stand where they held 7 Sumo Slammer cards.

They come in 3 colors: blue, green and red; and they have different images. The top was the rarest card of all; the Golden Sumo Slammer Card. Ben has all the cards except the Golden Card. He has searched through all the Sumo Slammer cereals forever but never got the Golden One. He quickly went to Gwen.

"Hey, Gwen. That ghost girl alien you have? Can you use her?" asked Ben.

"For what?" asked Gwen as she raised her eyebrow. She was holding 12 can of sausages and placed them in the cart.

"So you can grab the Golden Sumo Slammer card?" he said with a big innocent smile. Gwen grew wide-eyed then lowers her eyebrows to form an angry glare.

"Ben, that's stealing! I didn't get stuck with this watch just so I can steal those stupid collectible." argued Gwen.

"C'mon! I've been searching for that card forever! Please! I promise I'll never make fun of your butt again!" begged Ben as he dropped on his knees and held his hands like he was praying.

"Yeah, you said that when I was buying some cereal and you still make fun of my butt after I bought that cruddy cereal!" scoffed Gwen as she folded her arms and looks away.

"Then I'll make you transform!" Ben grabbed Gwen's left wrist and start fiddling with the watch.

"HEY! STOP THAT!" argued Gwen as Ben tried to turn the ring dial then the core start flashing white.

" _Alert! Alert! Please remove the ring dial or the self-defense bio-feedback will be activated!_ " ordered the AI of the watch.

"It has an AI?" asked Gwen.

"Come on! Turn into that ghost girl!" growled Ben. Then the watch core began to build up the energy and emanated green aura.

"Ben, the watch is about to activate the self-defense! Let go!" ordered Gwen.

"But I want that—" Before Ben finished, they felt a powerful tremor that shook the whole Mega Mart then the wall got smashed down by the Mutant Frog. He hopped inside the Mega Mart with Dr. Animo riding on his back.

"I am Dr. Animo, the greatest scientist in the world!" boasted the evil scientist.

The Mutant Frog lashed out its long tongue and smashed several objects and smacked Gwen and Ben away. They slide across the floor and Ben stood up in pain as he rubbed his back.

"Ow..." groaned Ben. Gwen stood up and gazed at the watch.

"Are you there?" she asked but the AI didn't answer.

She looks up and saw Dr. Animo approached the stands and took several components and batteries. As he climbed back on his frog, the guards arrived and aimed their handguns at the evil doctor.

"Freeze! Get off that...giant...frog and put your hands in the air!" ordered the guard.

Dr. Animo juts gave an evil grin as he activated the Transmodulator then fired a red energy beam at the pet section. First it zapped the parakeet and it mutated into a massive bird-like monster with narrow red eyes and one claws on its wings. Then Dr. Animo zapped the hamster and it mutated into a large monster with 6 spider-like eyes.

"KREEEE!" squeaked the **Mutant Hamster** as he charged toward the guard while the **Mutant Bird** rampaged through the Mega Mart.

Ben and Gwen cringed in shock of the cute animal's horrible transfiguration. Gwen quickly ran behind the supply boxes, activated her watch and start rotating the ring dial.

The icons changed from Heatblast to Diamondhead to an alien with bulked arms and have big, flat head. She then found the icon she want then pressed the button, making the core popped up and she pressed it down, releasing a burst of green energy.

The watch sank into her wrist as her blood vessel expanded massively then traveled up to her eyes as she clutched them shut then shot them open. Her eyes turned fully green with up-and-down slits. Then her body starts growing violet fur with blue stripes, her orange hair turned pink and grew longer, her teeth sharp themselves to point, her fingers grew claws & she grew a long tail. She spun around then slammed her claw against the ground and let out a roar.

"RAAAAOOWW!" roared **Wildcat**. She climbed on the shelves then leapt toward Dr. Animo but the Mutant Frog leapt back and jabbed Wildcat into the boxes with its long tongue and she crashed against it. She sluggishly stood on her paws and shook her head. "Meow..." whined Wildcat.

"Who is this wonderful beast?" grinned Dr. Animo then commanded the Mutant Hamster to attack.

"KREEEEEE!" screeched the mutated hamster as he leapt in and challenged Wildcat. She heard his screech and that motivated her.

"GRAAAOWWL!" roared Wildcat as she stood on her feet.

They charged toward each other, leapt forward and zipped past each other as they land on the opposite position. Wildcat groaned in pain as she clutched her left arm, which has 3 cuts from the Mutant Hamster's claws. The Mutant Hamster, who has a cut on his forehead, turned around and screeched as he charged toward Wildcat.

Wildcat noticed him then performed a backward somersault, leaping over the Mutant Hamster and landed on the shelves. Then the Mutant Hamster leapt up and tackled her down. She crashed against the shelves, knocking them down in the row.

Wildcat struggled to recover then the Mutant Hamster pounced and pinned her down. He tried to bite her face but she sway her head to the left and, at the same time, land a powerful bite on the Mutant Hamster's right forearm.

"KREEEE!" screeched the Mutant Hamster in pain, forcing him to release his grips from Wildcat. Wildcat quickly used her legs and kicked the Mutant Hamster up then she leapt up, grabbed his legs and slammed him hard against the floor then threw him into the wall.

The impact shook the ceiling violently, causing it to collapsed and buried the mutated hamster, leaving him immobile. Wildcat turned her sight on Dr. Animo, who climbed on the mutated bullfrog.

"Hissss!" hissed Wildcat.

"You won't stop me! Soon I will turn Washington D.C. into Washington _B.C._!" snarled Dr. Animo as he leapt up and rode on the flying mutated parakeet.

"SKREEEE!" screeched the Mutant Bird as he carried the mad scientist on his back and smashed through the roof and flew away. The Mutant Frog leapt out and fled as well. Then the manager and people walked up to Wildcat.

"You saved the store! How can we repay you?" asked the manager.

Wildcat just licked her paws but Ben has an idea as he glanced his eyes to the Golden Sumo Slammer and heard Wildcat's stomach growling.

"Now that you mention it... How about some cat foods and that Golden Sumo Slammer card? She would tell you that but she can't speak English." smiled Ben.

The manager smiled and nodded. They brought the supply of cat foods and gave Ben the Golden Sumo Slammer card. Wildcat saw the cat food and smiled.

"Meow? Meow!" Wildcat start eating the cat food and Ben start snickering at Wildcat.

* * *

After exiting the Mega Mart, Team Tennyson rode in the Rust Bucket and gave chase after Dr. Animo and his Mutant Bird. As they drove through the street, Gwen, resting on the couch, moan in disgust as she rubbed her belly with her hands. Max took a deep breath of the rushing air.

" ***inhale deeply*** Ah! This really reminded me back at my old days, when I was younger." smiled Max.

"Just what kind of plumber were you, Grandpa?" asked Ben in confusion.

"Duh...uh, a pretty darn good one!" said Max in a stuttering manner.

"I can't believe I just licked myself, played with a ball of yarn and...ate a whole bowl of cat food!" groaned Gwen.

"Too bad we didn't bring you a can of tuna." smirked Ben and Gwen threw a pillow at him. "Ow!" said Ben as he tossed the pillow down.

"Grrrr! I hate it that you took the advantage of Wildcat's inability of speech so you can get that stupid Sumo Slammer card!" snarled Gwen.

"Hey, it works! And you didn't have to steal." smiled Ben. Gwen scoffed in annoyance then resumed checking information about Dr. Animo via the internet of her laptop.

"Okay, I found some info about the mad doctor. Dr. Aloysius J. Animo was a brilliant scientist and most respected of all. He almost was going to win the Academy Award until they discovered he was making bizarre experiments on mutating animals. So he got kicked out and the Award was given to another scientist." explained Gwen. Max kept his eyes on the Mutant Bird until he disappeared behind the building.

"I lost sight of Big Bird." frowned Max.

"Where can the mad doctor disappear to? Any ideas, Einstein?" asked Gwen with a grin and Ben scoffed then it hit him.

"Wait, I know where he's going!" said Ben.

* * *

Few minutes later, Team Tennyson has arrived at...

"The National Art Museum." said Ben as they walked to the front entrance. They noticed the entrance has been smashed to bits and there are giant feathers everywhere.

"Looks like we're on the right track." smiled Max.

"Finally you used your brain for something." grinned Gwen.

"And you wouldn't know." reply Ben with a grin. They entered the museum and found Dr. Animo installing the new components to his Transmodulator. He already knew they're behind him.

"You are very persistent. I hate persistent!" said Dr. Animo with annoyance.

"We know everything about your twisted invention!" shouted Gwen as she pointed her finger at Dr. Animo.

"So we're gonna shut you down!" grinned Ben.

"Ah, but you don't know half of it! You see, I only need extra components to push my invention to Phase 2: Reanimation of Dormant Cells!" explained Dr. Animo.

"Uh...does this guy come with subtitle?" asked Ben, who doesn't understand what "Reanimation of Dormant Cells" mean. **(A/N: Ben, you should really pay attention in class.)**

"It means it can bring back life to the cells that have long extinct. Observe!" Dr. Animo turned the button clockwise and pressed it. The energy ray zapped the display of Wolly Mammoth. The energy start surging across its body then the eyes instantly turned red. The Mammoth has come back to life!

"Rwaarr!" the **Mutant Mammoth** trumpeted at the trio as he stomped down from the platform.

"Behold the glory of, that is, Dr. Animo!" Dr. Animo bowed then ran off to the next room.

"Guys, you go after Dr. Animo! I'll handle this bully!" Gwen pressed the button and the core popped up then she slammed it down. The watch release a burst of green energy.

The watch sank into her wrist as her blood vessel expanded massive and travel its way to her eyes as she clutch them shut. She shot her eyes open and they turned fully green! Her mass enhanced as her body become large blood vein visible on her arms and back then she sprout out two extra arms beneath her main pair.

She spun around as she grew taller and her fingers are now four. Her skin becomes red durable skin, her orange hair has tied up into a pony-tail, she grew an extra pair of eyes beneath her main pair, has no nose, two front toes and wore her original clothes except her pants are shorter and wore the watch symbol on her upper left shoulder. She faced the fourth then gave a battle cry as she thrusted her arms up and struck a powerful pose as she pumped her arms.

"Let's rumble, Peanut!" growled Gwen as **Four Arms** with a deep, matured voice then she charged toward the prehistoric elephant then grabbed his tusks and slammed him down.

* * *

Max and Ben ran through the hallway but the mutated bird blocked their path. Before they react, the Mutant Bird lunged at them and grabbed Ben by his beak until it just reached to his waist then lifted him so he can eat him.

"Ben!" gasped Max. Suddenly there was a powerful tremor then Ben's body began to emanate a blue aura.

"RAAAAAAH!" yelled Ben as his body released a powerful shockwave that blasted the Mutant Bird away and crashed through the building. Ben falls on the floor and shook his head. "W-What just happen?" asked Ben.

"I-I dunno." said Max as he was in shock. * _Was that..._ * he thought but decided to ignore it and continue their search.

They found Dr. Animo in front of the skeleton of a Tyrannosaurus Rex. Dr. Animo noticed them then gave a grin as he activated his Transmodulator and zapped the skeleton display.

Suddenly the skeleton got covered in flesh and came back to life! However, the dinosaur's right eye has a huge gaping scar and has a gaping hole that covered half on his stomach since it wasn't fully reanimated.

"GRAAAAAAAAAAAAAAAYYYYNN!" roared **Mutant Rex** as he faced the heroes, who remained in shock and horror.

* * *

Meanwhile, Four Arms continued wrestling the Mutant Mammoth at her best. Then she lands a powerful double right hooks then the Mammoth countered by slamming his tusks against her stomach and tossed her backward. She crashed against the wall and land on the ground, upside down.

"That's it! You're finished!" growled Four Arms as she stand back on her feet then charge toward the Mammoth. She grabbed his trunk, yanked him back and started swinging him around like a hammer throw then tossed the prehistoric elephant and crashed against the wall. It cried in pain and passed out.

"Whew... That finishes him off." sighed Four Arms.

* * *

Max & Ben barely avoided the Mutant Rex's chomping jaws then Dr. Animo ride on the T-Rex.

"Soon I will have what is rightfully mine!" scowled Dr. Animo then the Mutant Rex smashed its way through the wall and stomp its way through the street. The bird emerged from behind and grabbed Ben on the shoulders with his talons & carried him off.

"BEN!" shouted Max. "Gwen, they got Ben!"

Four Arms arrived from the other room and used her massive strength to jump 30 feet high then grabbed the mutated parakeet's rear. He shrieks when he felt the pain of his feather being yanked.

"Get back here!" growled Four Arms. The mutated bird starts moving back and forth to shake off Four Arms. Suddenly the symbol start beeping and Four Arms lost her grips then she start falling.

"GWEN!" panicked Ben.

Four Arms crashed against the ground and formed a huge crater then she transformed back into Gwen. She climbed out of the crater and look at the sky as the Mutant Bird flew away with her cousin.

"Ben!" Gwen yelled as she lost sight of the mutated bird. Max arrived in the RV.

"Get in!" said Max.

* * *

Meanwhile in the sky, the Mutant Bird continues flying across the city while carrying Ben in his talons.

"Man! Even if I'm in danger, this view is fantastic!" said Ben in awe.

Below the street, the Rust Bucket speed through the street in search for Ben.

"Ugh... I can't believe I let that bird get away!" groaned Gwen.

"Don't worry, Gwen. Look what Animo dropped." Max showed Gwen a piece of paper Animo had left behind after he left.

Gwen grabbed it and read it. It shows the picture of a man giving a scientist the Academy Award, which it was a golden beaker, and Dr. Animo was seen in the background, with face of disappointment. Before his current state, he has brown hair.

"Dr. Animo is going to get the Award! We gotta stop him!" exclaimed Gwen.

"First thing first, we gotta rescue your cousin." said Max. The duo continues chasing the mutated bird until the Mutant Bird headed toward the Washington Tower and left Ben on the peak. Ben began panicked.

"Okay! This is a nice view but IT'S MORE BETTER FROM THE INSIDE, NOT UP HERE!" shouted Ben as loud as he can. The Rust Bucket parked in the area then they stepped and gazed at the top.

"We have to save Ben or he'll fall!" said Max. Gwen looks at her watch & it emitted a loud beeping sound as it turned from red to green.

"Don't worry! IT'S HERO TIME!" smiled Gwen as the core popped up & she slammed it down.

The watch released a burst of green energy then sank into her wrist as her arm become an orange exoskeleton with two fingers and one opposable thumb. Then the orange veins covered her face and her eyes transformed into green oval-shaped eyes.

Her hair transformed into three crown-like horns then her body becomes covered in orange exoskeleton. Her legs transformed insectoid-like legs and her back sprouted two pair of insectoid wings with skin-like wing flaps then she grew a large oval-like abdomen tail with a large yellow orb and wore the watch symbol on her forehead. She stood firmly as she ignited her hands in flames and flapped her wings once.

Gwen, now a humanoid insect queen, took off in sudden speed and flew her way up to the tower while Max used the stairs inside the tower. Ben is starting to lose his grip then he start falling.

"WAAAHHH!" screamed Ben then he was saved by Gwen in her alien form. "Uhh... 'Fire Cracker'?" asked Ben as he forgot the name of Gwen's current alien form.

"It's **Firefly**!" grunted Gwen in a well-manner and polite voice.

"Right. Thanks for saving me." said Ben. Suddenly the Mutant Bird appeared behind them with a screech. Firefly held on to Ben and tried to fly away from the mutated bird but to no avail.

"I can't shake him!" grunted Fire Fly.

"Well, use your oversized butt, Dweeb!" shouted Ben.

"Shut up, dork! I can't fire my heat ray blindly! I need to aim but I can't when he's chasing us!" replied Firefly.

Then she saw Max in the tower so she flew toward him and tossed Ben through the window of the tower then Max caught him and land on the floor. The Mutant Bird was about to attack the tower but Firefly tackled the bird then threw him down into the ground, defeating him at last. She flew up and glance her eyes at Max and Ben.

"Gwen, we're okay! Just go and stop Dr. Animo!" ordered Max. Firefly nodded and increased her speed as she flew through the sky in search for Dr. Animo.

* * *

In the Science Academy, a man was showing the new members his Academy Award.

"And this is the Academy Award. Although nothing is gain from pride, heh heh." chuckled the man. Suddenly they felt a rumble & the wall got knocked down by the Mutant Rex.

" **Kelly**! You have something that belongs to me!" growled Dr. Animo then he jumps off the reanimated T-Rex and picked up the golden beaker. "I would like to thank you for this honor." smirk Dr. Animo.

Then Firefly arrived and threw a fireball at the Mutant Rex. The zombie dinosaur roared in pain then shook off the flames. The Mutant Rex charged toward Firefly and she evade his chomping jaws then landed a roundhouse kick. It fazed him but he countered with his tail, smacking Firefly across the room and crashed into the wall. She slides the wall on her back and landed on the floor. She placed her hand on her head as she tried to shake off the dizziness.

"Help! Help!" screamed Kelly as the Mutant Rex picked him up by grabbing his jacket with his teeth and threw him up as he open his jaws, ready to eat.

"Argh! Oh no, you don't!" Firefly start flapping her wings then took off at supersonic speed. She fired two heat beams from her hands and blasted the Mutant Rex's ribs, forcing him to scream in pain then she saved Kelly in the nick of time.

"You! Who do you think you are?!" asked Dr. Animo in anger.

"I am Firefly, thank you very much. I hate to be rude but I'm going to kick some tail." said Firefly elegantly.

Dr. Animo fired an energy ray from his Transmodulator but Firefly evades it then aimed her tail forward and fired a powerful heat beam at the Mutant Rex. The blast nailed him very hard and he staggered back in pain. Dr. Animo tried to regain balance then he accidentally dropped the award & it shattered to pieces on the floor.

"NO!" exclaimed Dr. Animo then Firefly grabbed his helmet then took it off. "NOT MY TRANSMODULATOR!" panicked Dr. Animo.

Firefly tossed it against the ground and the impact damaged the helmet that it emitted a huge pulse of energy. The Mutant Rex got covered in a mist of cloud then his whole body dissolved into skeleton and become lifeless. The skeleton shattered to pieces due of the damages and Dr. Animo got defeated.

* * *

The Mutant Bird confronted Max & Ben at the ground level but he got hit by the energy pulse and turned back into a regular parakeet.

* * *

The police arrived at dawn and arrested Dr. Animo as he recovered from the fall.

"No! I must have that award! It's mine! I have it in my grasp!" shouted Dr. Animo then the police put him inside the car. Gwen gazes at Dr. Animo as he glared back at her.

"Finally he's going to jail." she sighed.

As they head to the highway street to leave Washington D.C., Gwen placed the core of Dr. Animo's Transmodultor in their souvenir box.

"One souvenir for our collection." smiled Gwen.

"I guess I should thank you again for saving me." smiled Ben.

"That's what heroes do: saving midgets!" smiled Gwen as she rested her head on the seat.

"You're such a dweeb!" growled Ben.

"I know you are but what am I?" mocked Gwen.

* * *

 **Richard: Another facts to list out. This time, it's about Wildcat.**

 **1)** **Wildcat was originally known as Felinesapien before I changed it to Felineko, which it's a reference to the cat people of _Tail Concerto_ / _Solatorobo: Red the Hunter_ games.**

 **2)** **Wildcat was originally supposed to be incapable of speaking basic like Vulpinmancer. However, I chose to make her speak basic in the re-make.**

 **3)** **I had described that Wildcat had the intellect of obstacle course. I do not remember why I wrote that but it was re-established that Felineko is known of making difficult obstacles course for honing their skills, and to watch the Appoplexian complaining about it for laughs.**

 **That's all for today. And if you were wondering why I am not showing my OC characters, I decided to not use them as I do not want to distract you anymore.**


	3. Chapter 3

**Chapter 3: The Krakken**

 **Richard: The Krakken. Originally, I thought it was an alien due of its designs but it was later changed to be Unknown Creature then to Cryptic after the episode _T.G.I.S._ which it's the Xros Over between Ben 10 and Secret Saturdays.**

 **Fun Fact: Dr. Animo and Enoch made the cameo appearance in _Secret Saturdays_ under the Most Wanted List. It makes sense as the Saturdays dedicated themselves in protecting the Cryptic and ancient artifacts from anyone who plans to misuses them.**

 **Enoch was on the list due of him leading the Forever Knights in hunting ancient artifacts for their upcoming invasion to the Dragon's home planet for mass genocide. One of his searches was shown in _Ultimate Weapon_ where he is seeking out the location of the legendary sword.**

 **On Animo's cases, he had been going around mutating the Fauna for his own personal agenda and even goes on brainwashing the Cryptic such as the Yeti in _Ultimate Alien_ and the Chupacabra in _Omniverse_.**

 **Speaking of Chupacabra, they were originally known as _Vampiro De Moca_ or "The Vampire of Moca" before changing to Chupacabra due of the Cryptic had killed and drained more goats then other animals.**

 **Many TV always depicted that Chupacabra is from Mexico but in reality, they originated from my homeland, Puerto Rico. There were many activities of the Chupacabra for 40 years until the Millennium era that they soon became silent. Did they got extinct or went hiding in El Yunque? No one knows and I have doubts even they had survived the wrath of Irma and Maria.**

 **An interesting fact that the concept of Xeno Beast is based on Chupacabra due of multiple evidences had shown the Chupacabra in various amalgamated forms, from small imp-like creature into a large Frankenstein monster of various animals. Some eyewitnesses stated the Chupacabra can speak unknown language as he saw one clamoring at the full moon.**

 **I was a huge fan of these legendary beasts and I always want to know more of them. I even dream of even befriending them. I was a young child with full of imagination.**

 **Now are they an amalgamation of animals? Or were they humans spliced with various animals? 75% stated they're military bio-weapon while 25% claims they're alien. The world will never know even today..**

* * *

Somewhere near the lake, the Rust Bucket was seen in the background and there's a village nearby, about a few miles ahead that can be reached on foot.

"Cannonball!" shouted Ben as he dove into the lake and made a splash. He swam up to the surface, "And the judges' votes... Yes! Perfect 10! The crowds love him!" cheered Ben as he pretends that he was in a sport event. Gwen just stands at the dock, aiming her flashlight at her cousin.

"A perfect dweeb is more like it. Can't it wait until sunrise?" asked Gwen.

"Come on! The water feels great!" smiled Ben.

"Oh, please! Who knows what creepy ugly thing lurks around the water." said Gwen as she moved her flashlight around then shine at Ben, who just glared at her. "I rest my case." smiled Gwen.

"Says the girl with 10 super-powered alien chicks in her watch." grumbled Ben as he climbed out of the water and head toward the mobile home. Gwen then followed but heard a deep moaning sound coming from the lake.

She turned around and search for the source of that moaning but saw nothing. She gave a carefree shrugs and head back to the RV for some shut-eye. In the lake, a massive silhouette emerged with two long tentacles and two red eyes glowing from the darkness. It glared at Gwen as she entered the Rust Bucket then sank back into the water.

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- A cat-like alien humanoid.

#2- A four-armed, four-eyed, red-skinned alien.

 ** _Fighting all evil from Earth or space!_**

#3, A small amphibious, bug-eyed grey alien.

#4- A velociraptor with orbs on her feet and wore protective helmet.

 ** _She'll never stop until she makes them pay!_**

#5- A living entity made of powerful durable crystal.

#6- A living, stretchable metal being with aqua digital stripes and has one eye.

#7- An aquatic shark-alligator-fish hybrid humanoid alien.

 ** _'Cause she is the baddest girl who save the day!_**

#8- A ghost-like alien with one purple eye.

#9- A humanoid firefly with two large wings.

#10- A living fire-like alien.

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

8:45 A.M.

Max, Ben & Gwen arrived at the fishing village in the morning and began to search for the fishing boat they hired. Ben found a bucket and, after he looks inside, he gave a mischievous grin as he glance his eyes over his shoulder. Gwen was too busy looking at her surrounding then, when she turned her head, a hand full of earthworms appeared in front of her.

"YAAAHH!" screamed Gwen.

"Breakfast?" asked Ben in low voice.

"Ben! That's so gross! What's with the bucket of slimes?!" asked Gwen.

"Baits." answer Max with a smile as Ben put back worms with a smile.

"Yeah well, looks like I'm not cut out on fishing. I'll catch some sun instead." said Gwen.

"Okay but you don't know what you're missing." advised Max.

"Trust me, I know." said Gwen with a trustful smile. They continue their search without Gwen then found a middle-aged fisherman fixing his fishing net.

" **Captain Shaw**?" asked Max.

"Who wants to know?" asked Capt. Shaw as he glanced over his shoulder.

"We're the one who hired you for some fishing in the lake." smiled Max.

"Well, what are you waiting for? I ain't got all day." said Capt. Shaw harshly. Max and Ben just smiled and stepped in the boat. As they are now at the open water, Ben gazed around the water then saw something at the water.

"Whoa! Look, it's a monster!" exclaimed Ben but when it comes closer, it was just a tree trunk with a fridge, tire and box, making it looks like a Plesiosaur. "Oh, my bad." said Ben sheepishly.

"Now Ben, this is a fishing trip, not a monster hunt." smiled Max.

"It's called the **Krakken**." said Capt. Shaw.

"Whoa, you mean there's really a monster in the lake?!" asked Ben in awe.

"It's my business to know about. That beast lurks around the deep of the lake, of course no one have ever seen it...except me. I saw the Krakken rose out of the water with my own eyes." said Capt. Shaw as he showed the picture of a large silhouette emerging from the lake. "Of course no one believes me, thinking I'm a mad man. But I'm not a mad man, I know what I saw!" frowned Capt. Shaw.

Then he shows them several gizmos equipped on the dashboard of the ship's hull; ultrasonic radar, radio, etc. Needed for capturing the Krakken and Capt. Shaw stated, with a grim tone, that "The Krakken cannot hide forever and he [Capt. Shaw] will find him" That statement made Ben and Max realized that he did gotten a little mad. Then they came to a halt as there was a group of buoys forming a wall with net, blocking the access to the fishing area.

"What's going on here?!" snarled Capt. Shaw.

"The area has been sealed off. Maybe we should turn back." suggested Max.

"Nonsense! This is my lake and no one tells me where to sail—" He was interrupted by a blow horn of an approaching ship.

"Fishermen! I am **Jonah Melville** of **_Friends Of Fish_**. We sealed off the area for our researches." explained Jonah. "So please turn back."

"Suppose you _make_ me, Fish Kisser." scoffed Capt. Shaw.

"What about the Krakken?" asked Ben.

"Ha ha ha! Not that old fish story." laughed Jonah. "Look, I'm a marine biologist and anyone who believed in that story is casting without a hook." he said as he and his partners left.

"Well, since I carter the boat, guess that means I'm in charge." smiled Max.

"Yeah, whatever." scoffed Capt. Shaw. As they began to return back to the port, the ultrasonic radar let out a deep beeping sound. Capt. Shaw checks it and saw a huge bio-sign approaching from the south of their boat. "The Krakken! He's behind us!" gasped Capt. Shaw. Suddenly the water rose up as a massive lump, traveling toward the boats then went under them as a massive silhouette was seen from above. The boats got tossed to and fro by something then it settled as the lump continue moving toward the harbor.

"It's heading for the dock!" said Capt. Shaw.

"Gwen!" gasped Max and Ben.

Meanwhile Gwen was relaxing on the port, sitting there and kicking her legs about as she enjoy some fresh air.

"Ahh... Warm sun, beautiful breeze and with no cousin Ben around, I can just relax." sighed Gwen. Then she heard a horn from Capt. Shaw's ship so she gazed ahead and saw a massive lump on the lake, heading toward her then a dorsal fin pierced through the surface, like some shark. "What in the world?!" exclaimed Gwen.

Suddenly the port got smashed into pieces and everyone was sent flying into the lake as a giant reptilian sea monster with two tentacles connected to its mouth emerged from the lake and rammed its head against the port.

"RAAAAAHHH! GRAAAAGHH!" roared the creature.

"It's the Krakken! I told you he's real!" gloated Capt. Shaw.

"Save the gloating for later, we must get away from that monster!" advised Max.

"I hope Gwen's okay. She's needed to save these people!" said Ben. And Ben's hope are known to be true as Gwen emerged from the water and quickly swam all the way to the shore.

After catching her breath, she stood up and turned to see the lake. Many innocent people had fell into the lake, due of the port being smashed to pieces, and the creature known as the Krakken was planning to devour them.

"I gotta rescue them but I'm going to need velocity!" Gwen pressed the button, core popped up then rotated the ring dial. Once she found her desire form, she slammed it down and the watch release a burst of green energy.

The watch sank into her wrist as her blood vessels expanded massively then traveled up to her eyes as she clutched them shut. She shot her eyes as they become fully green then her face shape shifted into different form, gaining blue skin and oval-shaped green eyes. Her legs transformed into an embodiment of green energy then shape shifted into hind legs with two front claws, which was clutched on small black spheres beneath her feet.

She becomes a velociraptor-like alien with long tail that has 4 blue stripes, 3 scissor-like claws, wore a short-sleeved uniform with two shades of blue. She wore a black helmet with a hairpin and wore the watch symbol on her chest. She swung around once, faced the fourth wall as her face was covered by a visor that has a blue open-scissor-shaped lens. The camera zoomed out as she struck a pose, stating her transformation is completed.

"Here goes nothing!" said **XLR8** as she speed off and start running across the water surface at supersonic speed. She managed to save everyone while zigzagging the Krakken's jaw then dropped them off at the shore.

"Get us out of here!" ordered Jonah. The ship turned around and fled from the scene. The Krakken was about to devour the boat until it noticed the _Friends Of Fish_ boat.

"GRRAAAAAAGHH!" screamed the Krakken as it dove into the water and swam toward them. XLR8 saw the Krakken heading toward the _F.O.F._ so she ran toward them at her maximum speed then, once she reached them first, she ran around in circle at great speed, creating a large waterspout in front of the Krakken. It got spooked by the attack and dove underwater in fear. XLR8 ceased her attack and stopped running then, before she sank into the water, she leapt on the boat.

"That was close!" said Jonah with relief. The Krakken suddenly emerged from the water, this time in front of the boat then used its tentacles to rip the cover off the box and start dragging the crate with it. Jonah grabbed the crate and tried to pull it back. "Ugh... No, you don't!" exclaimed Jonah.

XLR8 rushed in, grabbed the tentacle and start running in reverse. The Krakken lost grip and got staggered back. He lunged toward Jonah & XLR8 but XLR8 slide under its jaws then landed about 50 kicks on its throat.

"GRRYYAAAAAAAAH!" The Krakken roared in pain and retreated underwater.

"Thanks for the hand...and the feet." Jonah thanked the velociraptor alien.

"Hissss! What's in that crate you risk your life for?!" asked XLR8 harshly as she removed her visor.

"Uhhh... Our lunch." answered Jonah.

"Seriously?! You almost got munched for a pack of sandwiches?!" exclaimed XLR8, who find that very hard to believe. The Krakken's tentacle shot out of the water, grabbed the create and dragged it underwater. XLR8 planned to chase after the sea monster but suddenly the watch symbol start flashing & beeping. "Uh-oh! Gotta take a rain check!" said XLR8 as she wore her visor then she jumped off the boat and speed through the water as she head for the shore. She's about to run pass Capt. Shaw are on until the beeping sound start dying away.

"Almost...there! Got...to make it!" Suddenly XLR8 released a bright red light then she turned back into Gwen. She skids across the water then fell into the water. She rose up and spit the water out.

"Made it..." sighed Gwen.

"Woman overboard! Shaw, we need to bring my granddaughter onboard!" said Max. Capt. Shaw was aiming at the Krakken with his spear launcher but, upon Max's order, he let the Krakken go.

"One of these days, you won't be so lucky." mumbled Capt. Shaw.

* * *

At nightfall, many people began to leave the port because of the attack. Gwen has her towel wrapped around her as she was soaking wet.

"I don't get it. The Krakken attacked everyone and destroyed the port but then stole one crate filled with sandwiches?" wondered Gwen in confusion.

"Hungry, maybe?" suggested Ben with a shrug.

"We better leave too." said Max.

"What!? But what about the Krakken?!" asked Ben.

"It's not our place to handle this situation. Let's leave it to the expert, like the _Friends Of Fish_." said Max.

"Grandpa, we managed to defeat a massive killer robot and a mad scientist with an army of mutant animals. Are you saying we should leave this one out?" asked Gwen.

"Yes."

"Okay." nodded Gwen in agreement. Then Capt. Shaw arrived and began to mutter angrily.

"Those no-good, thick brained Fish Kissers!" he grumbled.

"Captain Shaw, what's wrong?" asked Ben.

"It's those _Friends Of Fish_ idiots! They sealed off the lake! Nobody tells me where to go! _Nobody_!" growled Capt. Shaw then he walks away. Ben has the feeling Shaw is going back to the spot where the Krakken appear.

* * *

Back inside the Rust Bucket, Gwen repeatedly knock the bathroom door as she really need to go.

"Come on come on come on! Ben, I really need to go now or else I'll wet my pajama! Ben, aren't you listening?!" asked Gwen as she start cringing and held her hands on her private part. Max becomes suspicious about Ben's silent so he opened the bathroom door and Ben is not in the bathroom!

"Don't tell me he follow Shaw! Gwen, find him!" ordered Max.

"Sure, but the heroine need to use the LITTLE GIRL'S ROOM RIGHT NOW!" screamed Gwen as she dart into the bathroom and slammed the door shut.

* * *

Meanwhile, Shaw parked the boat in the middle of the lake but then he heard a noise and investigates.

"Who's there?!" asked Capt. Shaw as he held out an oar. "No stowaway on my boat, even if you're only a filthy rat." He lifted the sheet and found Ben.

"Uh... Private Tennyson reporting for duty...sir?" asked Ben nervously. After they arrived at the spot where Capt. Shaw first saw the Krakken. After he wore his wetsuit...

"Are you sure about going alone?" asked Ben.

"Don't worry. I have my partner right here." said Capt. Shaw as he held up his spear gun then dove into the lake.

While he's underwater, he searched for the presence of the Krakken but he got spooked by Ben, who followed him. Tagging along, they found what looks like an organic orb-like object. He gave a hand signal to Ben to stay here for a bit while he head back up to get something. When he arrive and climb aboard, he got attacked by a group of masked men.

"Didn't someone told you it's not safe to be out here in the night?" mocked the leader.

"I've got nothing to hide. I don't have anything worth stealing either." frowned Capt. Shaw as two thugs held him by his arms.

"Oh, but you misunderstood. We're here for some information, like what did you see down there?" demanded the leader.

"Nothing. As usual." he answered. The leader turned around then spun around and smacked Capt. Shaw.

"Well, I have to be sure." said the leader as he removed the mask, revealing himself as Johan! Ben rose up from the water and climbed on the boat, only to be caught by Jonah and his goons.

"HEY! Lemme go!" grunted Ben as they held him up.

"Well, well. Look who stuck his nose where it doesn't belong." sneered Jonah.

"Let. Me. GOOO!" roared Ben as his eyes glowed sky-blue and discharged a powerful beam that scorched one of Jonah's goons' face.

"GYAAAAAAH! My face!" screamed the thug as he recovered and has his mask half-burn, showing his scorched left cheek and chin. Then Jonah punched Ben, knocking him out cold and his unknown powers vanished.

"Take them aboard. I think his ship got lost in sea." smirked Jonah as they got on their speed boat. Jonah tossed a bomb on Shaw's boat. It destroyed boat completely!

* * *

Outside of the Rust Bucket, Max continues to search for Capt. Shaw & Ben with the binocular then Gwen come out of RV.

"AHH! Now I feel much better!" sighed Gwen.

"Can you find Shaw & Ben as **Firefly**?" asked Max.

"Sure. Firefly can detect everyone by their body heat!" smiled Gwen as she activated her watch. She slammed her hand on the core and the watch released a green energy pulse.

* * *

As the boat speed through the swamp, Ben & Shaw are still unconscious then one of the thugs saw something.

"Hey, is that a bird?" asked thug #1.

"Nah. Probably a plane." said thug #2. But what's approaching them was not a bird or a plane; it's a humanoid alien queen of the fireflies!

"It's a bug! Shoot it down!" ordered Jonah.

"You really think you can shoot me down? Then you're in for a surprise!" laughed **Firefly** in polite manner.

The thug #2 mounted the turret and tried to shoot her down but she was too fast for them and disabled their turret by blasting its nozzle with a fireball. Jonah then pulled the lever, dumping barrels in the water then exploded by movement, sending water in the air.

Firefly barely dodge the explosion then tried to close in until the barrel blasted her into the tree, knocking her down into the water then she rode on the loose log. She got stunned for a while and Jonah decide to run over her. As he speed toward her, Firefly lifted her abdomen.

"How about a little light!" grinned Fire Fly then she generated a huge burst of greenish-yellow light, blinding Nigel while she flew pass and grabbed Ben. They hid in the tree while Jonah struggle to see again. Ben regained consciousness then saw Firefly.

"Am I glad to see you!" said Ben with a smile.

"Why did you say you're going to use bathroom?! You know I have an emergency!" complained Firefly. Ben gave a narrow look in his eyes like he saying "how should I know". Jonah tried to find Firefly and Ben with the searchlight but then he noticed there something or _someone_ is in the swamp river.

"It's getting crowded here! Dump the cargo overboard!" ordered Jonah and the thugs dumped Capt. Shaw into the water then they fled. Ben rode on Firefly's back as she flew through the river, using her heat vision to find him.

She found Capt. Shaw then she picked up Capt. Shaw and flew their way back to the Rust Bucket. As she almost reach the RV, the watch symbol on her forehead start flashing and beeping.

"Aw man! Why now?!" exclaimed Firefly. Then Firefly transformed back into Gwen and she, Ben & Shaw (unconscious) fell across the trees then land on the shade from the mobile home. Max checked if they're okay and Gwen smiled nervously.

"I need to use the little girl's room again. That fall scared the skin out of me." smiled Gwen as she blushed. She's so red, she look like a tomato.

* * *

Inside the Rust Bucket...

"We found the nest so full of eggs! No wonder the Krakken was attacking everyone!" Ben explained of what they saw. "Jonah must be stealing her eggs!"

"So the Krakken is a female?" asked Max and Ben nodded.

"And I think I know who Jonah Melville is. I did a Google search for _Friends Of Fish_ and discovered that they don't exist in any websites but I did find this!" Gwen turned her laptop and showed everyone Jonah's profile. "Jonah Melville isn't a friend of any animal. He's actually a professional hunter who hunts rare animals then crates them up and sell them to the highest bidder." explained Gwen.

"Crates them up? Oh, man!" gasped Ben as he placed his hand on his head. "I think the crate the Krakken took has her eggs in it!"

"I'm tired of listening to this. Mommy or not, that beast is mine!" scowled Capt. Shaw. "Come, I have a spare boat at the dock." he said as he walked away. Team Tennyson gazed at each other and exchanged nods.

* * *

At the dock, Team Tennyson rode on the motor boat while Capt. Shaw untied it. As soon as he finished, they quickly took off without him.

"Hey! What are you doing?!" asked Capt. Shaw.

"Sorry, Captain." said Ben.

"You don't know what you're doing! A monster is a monster, and I know a monster when I see one!" growled Captain Shaw then lifted his lantern and found a row boat.

Somewhere in the middle of the lake where the imposters' hideout located, Jonah, riding an exo-suit, emerged out of the water with two last eggs. He dropped one for the goon to grab it. It was the one Ben nearly scorched his face off as he caught it but, due of its weight, he almost lost balance.

"Careful! If you drop it, you will be cleaning up the world's biggest omelet." scowled Jonah as he stepped out of the exo-suit. Two goons carried the eggs and placed them in the tank. "Once we sell the babies to the highest bidder, we'll have enough money to buy an island!" grinned Jonah.

Once Team Tennyson arrived below the station, near the ladder...

"Grandpa, you and Ben should head up and rescued the eggs." ordered Gwen, who was wearing a life-jacket.

"What about you?" asked Ben as he & Max climbed up the ladder.

"I got a bigger fish to fry!" smiled Gwen as she activated the watch and the icon of a aquatic-like alien appear. She gave a wide smile and slammed down the core, releasing a burst of green energy.

The watch vanished as her whole arm become covered in smooth grey fish-like scales and she shot her hand open, revealing her newly grown crocodile-like claws with green webbed flaps between her four fingers. Her body start crackling wildly as Gwen clutched her eyes shut then her forehead began to form two lumps and stretched out into two long anglers, the camera rotated around her as her neck began to expand then grew four gills (two on both side).

Her mass began to increase, causing her clothes and life jacket to be torn apart. She started gritting her teeth hard as she grunted in pain then her teeth shaped itself into crocodile-like jagged fangs and her hairs grew longer and turned ocean green. The camera zoomed closer to her clutched eyes then she shot her eyes open, now become fully green and has no eyebrows. She now wore metallic-blue bra and curved panties with accessories of seashells on her hips and neck. She thrust her arms out as she let out a shilling roar while displaying her jagged fangs with drools after she finished her transformation.

Suddenly the Krakken shot out of the water, tossing the aquatic alien into the water and land on the dock.

"GRAAAWW! RAAARRRR!" roared the Krakken. The thugs start shooting her then she slammed him away with her tentacle.

"The bigger the Krakken, the bigger the payday!" grinned Jonah. He ride on his exo-suit then start shooting the Krakken with plasma blaster.

"GRYAAAHH!" the Krakken roared in pain, forcing her to move back and have her left leg almost slipped off the edge.

The tremor causes the tank to fell over, shattered and released the eggs. The Krakken then tried to grab her eggs but Jonah grabbed it and the crane, which it was hooked on the exo-suit, moved him away from the mother. Then someone jump out of the water and land in front of Jonah's cockpit.

"You have a nerve to attack the mother of the unborn babies! Let's see if you have the guts to fight me!" growled **Mermaid** with a growl tone in her mature voice.

Mermaid tried to steal back the eggs but Jonah aimed his plasma cannon at her face. She opened her mouth wide, chomp it then grind the cannon apart with her jagged teeth. Jonah then punched her down and she stumbled on the dock.

Meanwhile, Max & Ben snuck through the hallway then stopped as Max peek over the door and saw thug #1.

He turn to Ben and made a pattern of hand signals, telling Ben that he wait over there while he try to sneak pass the thug. However, the rumble from the fight causes the thug to come out with his weapon and spotted Max & Ben.

"Okay pal, should we do this the easy way or the hard way?" asked Max as he place his fist against the palm of his hand. Thug #1 smirked as he aimed his gun at Max and Ben while they step back.

Suddenly the Krakken's tail smashed through the wall then slide across the floor. Max & Ben quickly grabbed the hooks on the ceiling and swung across the hallway while thug #1 fell into water. Thug #2 entered the room and turned to find Max's foot heading toward his face. He got knocked out and the duo dropped down.

"I like the easy way better." said Ben as he crossed his arms and Max smiled as a respond to his compliment.

Outside, Mermaid leapt up and tackled Jonah then used her jaws to chomp the exo-suit's arm and forced him to drop the eggs on the dock. They rolled down to the plank and stopped before they fell into the water.

"My eggs!" exclaimed Jonah as the crane moved him toward the eggs.

"They aren't your eggs!" hissed Mermaid as she leapt forward, grabbed the eggs and dove into the water. Jonah gave a grin as the crane detaches the exo-suit and dropped into the water. The Krakken dove into the lake as well.

Mermaid got the eggs in her arms then Jonah appeared and smacked her face, forcing her to drop the eggs.

"Saving the babies!" grunted Jonah as he punched Mermaid hard. "Very heroic but not very smart!" he scoffed. Mermaid evaded his punch and tried to rip his arm off but Jonah released an electrical discharge.

"GAAH!" yelped Mermaid as she got knocked back then Jonah tackled her and rammed her against the ground.

The Krakken arrived and grabbed her eggs but Jonah chased after her and released a powerful sonic pulse, causing the Krakken to scream in pain and let go of her eggs, which the villain then snatched it. Mermaid recovered and found a loose anchor. She lifted it, start swinging it about and threw it at Jonah.

The anchor lasso around the exo-suit's arm then she swung her arms down and slammed the imposter against the ocean ground. She placed her legs together and they morphed into a fish-like tail. She swam at super velocity and resume clashes with Jonah while the Krakken chase after them as they battled for the eggs.

Mermaid had enough of Jonah so she inhaled deeply then shriek so loud that Nigel's exo-suit got damaged by the sonic vibration. She took that chance to steal back the eggs and swam as fast as she can while the Krakken chased after Mermaid. Mermaid arrived the Krakken's nesting ground then places her eggs there.

"Here. Your eggs are now safe, Krakken." smiled Mermaid.

The Krakken roared softly then purr as she cuddled her eggs with her tentacles. Jonah recovered then dashed in to steal the eggs again but the Krakken saw him and she grabbed him with her tentacle, chew his cockpit off then destroyed his exo-suit.

Jonah, while holding his breath, tried to attack with his knife but the blade snapped by the impact on her teeth. The Krakken open her jaws, ready to eat Jonah but Mermaid blocked her path, telling her to spare him. The Krakken gazed at her then let out a deep moan as she returned back to her nest. Mermaid then glared at Jonah, who just shrugged in confusion and Mermaid sucker-punched him.

Mermaid returned to the surface and hanged the unconscious Jonah on the broken pieces of the dock and laughed, "Hang around, Jonah. The police will take you some dry place called 'jail'!" Then Mermaid swam away before the polices see her.

Max & Ben are relieved that the threat is over then they heard a warning sound and Mermaid splashed out of the water, somersault then release a blinding red light and land next to Ben as Gwen.

"The Krakken has her eggs back so she wouldn't been bothering the locals now." smiled Gwen.

"Now Jonah & his goons won't harm the babies but I don't know about Shaw." said Max as they saw Shaw is desperately searching for the Krakken but the police took him back the mainland for safety.

Deep below the lake, the Krakken was happily waiting for her babies to hatch and she thanks Gwen for saving her eggs.


	4. Chapter 4

**Chapter 4: Permanent Retirement**

 **Richard: My reviews on this episode? Well, it's funny to see that both Ben and Gwen had different opinions and likes on subjects, as Gwen loved Grand-Aunt Vera while Ben, being an immature, action-thrill kid, dislikes her for her peaceful and non-thrilling activity.**

 **It is also the debut of my favorite alien, Upgrade the Galvanic Mechamorph, or Mechamorph as some people didn't like using Galvanic as it feels like they're slaves to Galvans. No worry, sometime the shows had them say plain Mechamorph and some say their full name in a formal manner.**

 **The introduction of the Limax is a reference to _The Invasion of Body Snatcher_ , a classic sci-fi movie where the Human race had been rapidly replaced by unknown alien invader that mimic the _body_ of the victim they _snatched_ away. The only thing that gives the Body Snatcher away is knowing _too much_ and/or addressing the characters by their full name when the characters never met the person they're mimicking.**

 **So what gives the Limax away of their disguises? Well, they're vulnerable to hydro-related substance (aka water) so when the Limax pretending as Vera Tennyson saw the slithering liquid after Gwen (somehow) lost balance and spilled the mugs; she did a perfect split on the door rim. That cause Ben and Gwen to become suspicious of her, and it's what lead the duo to investigate (even though Ben did a little investigate previously).**

 **After _Permanent Retirement_ episode, we were given a final scene where the Limax that impersonated Max Tennyson was left behind and slither into the darkness. People speculated the elder folks of the Retirement Residence were devoured by the lone Lymax but it was proven false as Aunt Vera was shown to be alive and well in the _Omniverse_ episode " _Clyde Five_ ".**

 **In the Pop-Up Edition of _Ben 10 (2005)_ , which were made to give fun facts before the debut of _Ben 10: Alien Force_ , it was stated that during the 20 year time gap between _Ben 10_ and the episode " _Ben 10,000_ ", the Limax had returned with a massive armada and invaded Earth but were stopped by Ben 10,000. However, during the invasion, Future Max lost his right arm and was replaced with a cybernetic arm.**

 **The Limax was never seen again for the rest of the series and the only mention of them was in " _Perfect Day_ ", when Enoch, disguised as Lt. Steel, tricked Ben into thinking that the real Max and Gwen, who knew the truth of virtual reality world, are Limax in disguise.**

 **Anyway, enjoy the chapter.**

* * *

At the snack shop, Grandpa Max was getting his money from the ATM machine but a big thug walked in.

"Move it, grandpa!" grinned the thug as he grab him and tosses him aside. He called his buddy to move the pick-up trunk closer in reversed position. Inside the snack shop, Gwen & Ben were buying ice creams.

"Do you have anything that has no sugar?" asked Gwen.

"Napkins. What do you want, kid?" said the man rudely.

"Cookie 'n cream." smiled Ben. Gwen heard a noise and looked behind her. She saw the thug impale the ATM machine with a hook. A wide grin appears on her face as she run to the exit and she pressed the watch's button, letting out a beep.

The thug gave a signal by giving a thumb-up and his partner start accelerating but the truck is not going anywhere.

"Come on! What's wrong with this thing?!" shout the thug #2.

Suddenly the truck's steering wheel and dashboard turn black with green digital stripes, then the steering wheel morph into a strange head of some creature with a green circle in the center, acting like an eye.

" _Please step away from the truck. That include you, buster!_ " said the creature with the voice of Gwen in computer-like tone.

The truck, now covered in black alloy with green digital stripes, start shaking wildly, with the sound of bashing within then the door open and it threw the thug out of its driving seat. Then the alloy turn into a blob and detached itself from the truck. The truck return to its original color and the blob morphed into a tall female figure with bulked arms, regular-sized breasts, thin waist, wide hips and a single eye. She's colored black with green digital stripes and dark-blue on the torso. She wore the cat-shaped watch symbol on her chest.

The thug frown as he yanked the hook out, spun it twice then threw it at the alien but she caught it then pull him in and slam him against the pole. He tried to stand up but Max placed his foot on his chest.

"You're not going anywhere. Great work, Gwen!" smile Max.

" _No problem. Where are we going next?_ " asked the alien known as **Upgrade**.

"We are going to visit your Aunt Vera for the weekend." answered Max.

"Old lady Aunt Vera?! NO!" screamed Ben.

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- A cat-like alien humanoid.

#2- A four-armed, four-eyed, red-skinned alien.

 ** _Fighting all evil from Earth or space!_**

#3, A small amphibious, bug-eyed grey alien.

#4- A velociraptor with orbs on her feet and wore protective helmet.

 ** _She'll never stop until she makes them pay!_**

#5- A living entity made of powerful durable crystal.

#6- A living, stretchable metal being with green digital stripes and has one eye.

#7- An aquatic shark-alligator-fish hybrid humanoid alien.

 ** _'Cause she is the baddest girl who save the day!_**

#8- A ghost-like alien with one purple eye.

#9- A humanoid firefly with two large wings.

#10- A living fire-like alien.

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien was running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

As they drive their way across the desert road to visit Aunt Sarah, Ben was very upset as he gazed through the window.

"Oh man! This vacation was supposed to be F.U.N., not visiting boring old lady!" whined Ben.

"I _love_ Aunt Vera." said Gwen as she washes the dishes.

"Duh! That's because you are like about a 100-years old to like her!" scoffed Ben. Gwen ignored him and continues washing the dishes.

* * *

Meanwhile at the nearby neighborhood, an aged woman was talking to her neighbor.

"I can't wait to see Max and the kids again! It's been too long I don't think I can recognize them!" smiled **Aunt Vera** with joy. "Stop by and visit when they arrive."

"I like that." smiled the neighbor as he entered his house.

He sat on the couch in his dark living room, watching some movie. He was eating some chips but haven't notice a strange blob crawling up from the floor. When he grabbed another chip, he felt something very strange and very wet. He turned to look at his hand, which the camera panned to his shadow where his hand has a large blob.

"HE—" The old man was about to scream but the blob splashed his face and muffed his mouth.

* * *

"We're here!" Grandpa Max called out as they enter the neighborhood known as the Retirement. Ben gazed through the window and watched the old people doing... old people thing.

"This is going to be sooo boring... I bet their favorite pastime is watching the grass grow." sighed Ben. Then he saw an old man trying to reach the dish on the roof but lost his grips and began to slide down the roof. But instead of falling, he did an acrobatic backflip and land on the sidewalk like it was nothing. "Whoa! You saw that?!" exclaimed Ben in shock. Gwen looks up from her laptop, look around and saw nothing.

"Saw what? I think the Sun is melting that pea brain of yours." scoffed Gwen and Ben frown as he rests his cheek on his hand.

They parked the Rust Bucket in front of the house and Max, Ben & Gwen stepped out to greet Aunt Vera. Ben looked up to the sky and covered his face from the sunlight.

"Seriously, why the old people move in some place so hot?" ask Ben. A squirt of water splash on Ben's neck. "Hey!" panicked Ben then turn around and glared at Gwen, who is giving a sly smile and is holding a water gun in her hand. She ran ahead as she laughs.

"Now remember kids, watch your cheeks. Aunt Vera is a pincher." warned Max.

"Max!" called Aunt Vera.

"Vera!" greeted Max as they shared hugs. "These are my grandchildren, Ben & Gwen."

"Oh yes, I remember you two. All grown up!" smiled Aunt Vera as she pinched both Ben's & Gwen's cheeks. They both groan in pain. As they enter the house, Ben saw the old man standing in front of his window. He was glaring then start growling and hissing then disturbingly cracks his neck in a creepy way and closes the window shades.

"Whoa!" exclaimed Ben.

They tour around the house and then enjoy the dinner. Aunt Vera brought dessert and Ben & Gwen was about to eat them when...

"That was a delicious dish, Vera. Oh, what are those chunks in the pudding?" ask Grandpa Max.

"Pork chop! And the white ones are cauliflower!" smiled Vera and that made Ben halted his hand as he was about to eat it. He quickly put it down as he grossed out. Gwen turn and saw the stuffed red-belly bird. She stood up, walk forward and examine it.

"Hey, Aunt Vera. Is that the red-belly King Chickadee?" asked Gwen.

" ***gasped*** That's right, Gwen!" said Aunt Vera as she was amazed of Gwen's intellects. "And did you know that the call of Red-Belly King Chickadee is..."

"A cry of warning and excitement! BRRRRR!" they said in unison and mimicked the bird's cry. While they're not looking, Ben places his dessert on Gwen's plate.

"Ahh, I'm sooo full!" Ben sighed as he pretended to be full.

"Ben, want some candy?" ask Aunt Vera as she brought a bowl of brown candy.

"Now you're talking!" smiled Ben as he grab it and tossed it into his mouth but he chewed it, he felt an odd taste and spit it out. "Coffee? As candy?! Is this some kind of a joke?!" frowned Ben as he stood up and head for the kitchen to get something better to eat. Noticing Ben was being rude, she decided to teach him some lesson.

"Excuse me, I need to use the bathroom." said Gwen as she stood up and went to the bathroom. She closed the door and activated the watch's core. She grabbed the ring dial and start rotating it, scrolling down the icons until she found the icon of a ghost-like alien then slams the core down. The watch release a burst of green light.

Gwen's body suddenly grew very thin then become a living skeleton as the camera zoomed through her eye socket then a vertical purple eye opened up and gazed at the fourth wall. She has transform into a ghost-like alien with feminine physique, has sharp claws with overgrowth claws on the back of her fingers, has no legs and has a grey skin with black line that traveled across her body. She has only one eye and the watch symbol is inside her skin, visible when in front. She thrust her arms apart and finished her transformation.

She turned intangible and exits the bathroom by phasing through the wall. Ben was busying searching the fridge until he heard something.

"Ben... Ben..." whispered an eerie voice. Ben's eyes shrunk to tiny slits and become wide-eyed as he becomes frozen in fear. "BOO!" shout the ghost alien known as **Ghostfreak** when she popped out of the wall and become visible, displaying her sharp claws and her menacing eye.

"GYAH!" yelped Ben then he recognized her. "Gwen?! Why did you scared me?!" ask Ben as he clutched his chest with his hand and try to catch his breath.

"I notice you are beiiiing very rude!" she hissed as she grabbed her head, turned it sideways with a bone-chilling crack then turned it upside down.

"EEP!" whimpered Ben.

"Ahh! That stiff really bothers my neck. Now where was I?" asked Ghostfreak as she snapped her head sideways again then back to its original position with a loud bone-crackling. "Oh, now I remember! You must be at your best behavior and eat that Jell-O or else..." warned Ghostfreak as she pointed her claw at him.

"Or else what?" asked Ben as he cross his arms and glared at her nervously.

"Or I'll give you a little peek of what's underneath my skin." giggled Ghostfreak as she place her claws on the opening gap then pulled her skins open. "SKREEEEEEEEE!" screamed Ghostfreak in a bloody shrill.

Ben scream like a girl when multiple tentacles lashed out from within then he covered his face with his hands. Ghostfreak close her skin then motioned Ben to go and eat that meat Jell-O. Ben nod quickly then went to the diner room. Ghostfreak went back to the bathroom and wait 8 minutes until her transformation ended.

"Ben, what was that scream?" asked Max.

"N-Nothing, I slipped." answer Ben, whose face is white like he seen a ghost **(literally)**.

Then they heard a toilet flush and Gwen exit the bathroom. "So what's new?" smiled Gwen.

* * *

As they went to sleep, Ben decides to walk around the town. He saw Aunt Sarah's neighbor, **Marty** the creepy old man, driving the golf cart. When the sprinklers turn on, he gasped and steered his golf cart to avoid the spray of water.

He starts sweating as he drives away. Ben become suspicious and secretly follows him. Marty arrive at the dumpster and he just walk _over_ the closed gate by stretching his legs like he was Mr. Fantastic! Ben tried to follow him as Marty push the garbage dumb with one hand but Marty heard him and completely turn his head around until he face Ben while his body is still facing the secret door!

"Grah!" growl Marty as he twisted his body to its right position. "GRRAAAAHH!"

"Whaa!" screamed Ben as he climbed over the gates and ran away. Marty chased after Ben and Ben ride on the golf cart to escape but Marty stretched his arms, grab the golf cart and start pulling him in.

"I didn't see your face in reverse, I swear!" panicked Ben. Then he saw a golf club. He grab it then shout "Fore!" as he swung the club and slice Marty's hand off. The sudden release sends Ben crashing into the lawn. Marty have Ben cornered until the sprinkler pop up and start squirting water.

"GYAAAHH!" scream Marty as he ran away.

"Okay, what just happen?" ask Ben to himself. He went back home and try to get some sleep.

In the middle of the night, Aunt Vera was fast asleep in her bed until a green blob crawl its way on her arm. She woke up when she felt something on her arm and was about to scream but the blob cover her face and muffled her scream.

* * *

In the morning, Max went out for a morning jog while Ben & Gwen eat some breakfast. Ben checked the fridge for something to drink.

"Let's see... Prune juice, prune juice and, oh look, more prune juice. How can old people eat like this?" ask Ben.

Then Aunt Vera entered the kitchen, "Good morning, kids." she greeted.

"Hi Aunt Vera, I made you some coffee-" Gwen suddenly lost balance and dropped the plate, shattering the cups and spilled the coffee and water. "Oh no! I'm sorry!" panicked Gwen. The water travel toward Aunt Vera and she instantly jump & place her feet against the both side of the kitchen's entrance, performing perfect split.

"Clean up! Right now!" panicked Aunt Vera.

"I'm sorry..." sighed Gwen as she grab a towel and clean the floor. Aunt Vera jump down and asked the kids, "Where's your grandfather?"

"He went outside for a morning jog..." answer Ben.

"Okay, I see. You behave yourselves." said Aunt Vera as she walked away. Ben & Gwen become very confused about their Aunt.

"Since when Aunt Sarah can do a perfect split _and_ become afraid of water?" asked Gwen.

"Not just her, her neighbor, Marty, was acting very strange, can stretch his arms and his face appear on the back of his head. He almost got me until he got scared of the sprinkler." explained Ben.

"Very funny." frowned Gwen.

"Hey, I am not crazy and you are the Omni-powered super-chick so you should know strange things." replied Ben.

"Guess you're right." nodded Gwen

* * *

At sundown, Aunt Vera met up with Marty and the other.

"All the humans are ready for transport. What about the boy?" asked Marty.

"Too chewy, I believe. It'll take years until he's soft and tender." grinned Aunt Vera evilly.

"I'm not talking about eating. The boy suspect too much." warned Marty. Aunt Sarah gave a smirk.

Meanwhile, Ben is trying to lead Gwen to the secret door he found while following Marty.

"Come on, Gwen. We are almost there." said Ben as he carried a bag with foods and stuff.

"Why are we sneaking around like spies?" asked Gwen as she looks around nervously.

"Why are you scare, freak?" asked Ben. "You have a super watch that turns you into 10 superheroes so chill out." said Ben as they continue walking down the street then the old people, playing hockey (or something), saw them then they suddenly start hissing, displaying sharp teeth then start attacking them with hockey pucks.

"WHOA! RUN!" panicked Ben.

"What is wrong with everyone?!" ask Gwen as they ran away and hid behind the building. Then Max appear from the ally and ask the kids.

"What's going on?"

"They're everywhere!" exclaimed Ben.

"I know. Come here, I'll protect you. GRAAAAAHH!" Max roared and his teeth turned yellow and sharp them to point.

"Run!" shout Ben as he grabbed Gwen's wrist and drag her to the garbage dumpster. Ben tried to push the garbage aside while the old people/monsters are approaching. Gwen rotated her watch's ring dial then slammed the core. The burst of green light blinded everyone.

The watch sink into Gwen's wrist as the expanded blood vessel travel to her eyes. She shot open her eyes, which is now green with up-and-down slits. Her body becomes covered in violet fur with blue stripes, her hair turned pink and grew longer, her fingers grew claws, her teeth grew fangs and she grew a long tail. She slam her claws against the ground and roar.

"GRAAAHH!"

Ben struggle to push the garbage dump but then turn around and gasped by the sight of **Wildcat**. With one shove, she tossed the garbage dumb at the monsters then ripped the door open with her claws, grab Ben then jump their way down, with Ben screaming at the top of his lung. Wildcat land on her feet and look at Ben, who is turning green.

"Ooh... I'm gonna hurl..." moan Ben.

"Hisss! Raaow!" growl Wildcat. Unfortunately Ben doesn't understand what she is saying. Then Wildcat smell something and look up. The monsters are following them! Wildcat grab Ben then start running at high-speed.

 **(A/N: Wildcat is as fast as sport car but move faster when running on four)**

"WAAAAAH! SLOW DOWN!" panicked Ben. She continues running until they came across two caves. Ben jumped off and walk ahead to see.

"Aw man. Which way? Got any idea, nerd?" Ben asked Wildcat and she replied with an angry hiss. Then she starts sniffing in the air... She quickly turns around and snapped her jaws on Max/Monster's hand, pulled him in then slammed him against the wall. She stood on her hind legs and raised her claws to strike him down.

"Come on. You don't want to hurt old Max now, would you?" asked Max/Monster.

Wildcat growled at bit then let out a powerful roar as she punched the imposter, boring him through the rocks then threw him across the tunnel. She drop on four and charge toward the imposter rammed him and crushed him against the wall. The impact caused the ceiling to collapsed and buried the monster.

"GRAAR!" growled Wildcat.

She turns around, grabs Ben, sniff the air again then took the left tunnel. She continue running until she heard her symbol start beeping and flashing so she gather her strength then jump forward and rammed through the weaken wall, shattering it to pieces. A bright red light flashes from the dust and Wildcat emerged back as Gwen. Ben quickly pushed Gwen away from him.

"Get away from me, dweeb! I'm not a test drive dummy!" growl Ben. Gwen stood up and look at Ben.

"When I was Wildcat, I picked up a scent here. Come on." said Gwen. They continue their way in until they found a spaceship with pods everywhere. They were filled with the people of the Retirement, including Max. They ripped the pod open and free Max.

"Grandpa! Are you okay?!" asked the cousins.

"Uhh... I was out for a walk then... I don't know what happen..." moaned Max.

"Come on! We got to free these people!" said Ben.

"I wouldn't do that if I were you." warn Aunt Vera, or better yet, the alien pretending to be Aunt Vera as she and the others reveal their true form as humanoid blobs with organs. "Beside you are too late, soon we will take these Humans so we can...feast!" grinned the alien.

"WHAT?!" gasped Ben and Max.

"Oh, you guys make me burn!" scowl Gwen as she slammed her hand on the watch. The bright green light blinded the aliens then they stand back as the dust cloud subsided. In Gwen's place was the living firewall, **Heatblast**!

"Now it's time for you to feel the burn! RAAAAAGH!" growl Heatblast as her whole body flared up. She thrusted her hands and fire a devastating heat ray at the alien blobs. They got bathed in flames but instead of being burned, they merge into one giant alien blob.

"You made a big mistake of choosing that form. We **Limax** are immune to the heat. What else you think we moved to the Retirement?" asked the Limax.

Heatblast got wide-eyed then frown as she keep trying to land damage by punching them but to no avail as they are truly immune to flames. The Limax slammed Heatblast against the ground with its tentacle, grabbed her up, rammed her through the wall then struck her against the ceiling.

"Guys! Get everyone out of the ship!" growled Heatblast.

"Stop them!" hissed the Limax as it shot two blobs and it morphed into two smaller Limax to stop Max & Ben since they managed to open the ship and rescue all the civilian who were inside the pods.

The Limax swung their arms and slapped Ben, causing him to accidentally dropped Gwen's bag and spilled the items. Ben found Gwen's water gun and, when he picked up the water gun, the Limax hissed in fear. Ben grinned and shoots squirt water at them as they tried to run away. They got hit, broke down into blobs and turned into vapor.

"Whoa, they're weak against water. Gwen, they don't like water! Remember what I told you about Marty in the golf cart?" shouted Ben.

"And Aunt Vera in the kitchen!" Heatblast reminded herself as well. While the ooz slurped into her eye, Heatblast saw a pipe leaking water. She thrust her fist and fired a heat wave at the pipe, causing it to burst open and pour a huge splash of cold water on the alien blob.

"NOOOOO!" screamed the Limax as it shrunk back into a small blob and Heatblast landed back on her feet.

The ship starts humming and shaking. The ship is about to take off! Ben and Max grabbed the last pods and quickly fled, not noticing the blob ooze its way back into the ship before the door closed. The ship lifted up and revealed to have 4 legs then shut it closed, rocketed up through the ceiling and blasted off into space.

"That's the end of them." sighed Ben.

"Now we have to get these people back to where they were so they won't think they have left." said Max.

"That will take forever to carry all of them." complained Ben.

"Give me a few minutes & I'll see if **XLR8** will help." smiled Heatblast.

* * *

"Thank you for such great visit, Max. I hope I'll see you again!" smiled Aunt Vera.

"Anytime." smiled Max.

"Oh, and Ben, Gwen told me you enjoyed my home-made Jell-O so I made one just for you!" smiled Aunt Vera as she gave Ben a green Jell-O with white and brown chunks. "They're lemon with turkey and chickpeas!" explained Aunt Sarah.

Ben got grossed out then glares at Gwen, who sport a mischievous grin. "Thanks, Aunt Vera." said Ben through gritted teeth and went inside the Rust Bucket.

"Oh, and Gwen. Good luck with your adventures." smiled Aunt Vera. Gwen smiled and nodded. "And make sure you learned everything and don't scare your cousin with that head rotation again." she added, which surprised Gwen. How did she know she became Ghostfreak?!

"You're joking, right?" asked Gwen before entering the mobile home.

"Ha ha ha! Of course." laughed Aunt Vera then she gave a wink. Gwen become more confused but she gave a calm smile and waved good-bye to her aunt.

As the Rust Bucket drove out to the highway, deep in the underground tunnel where the cave collapsed, one of the Limax that got defeated by Wildcat emerge from the debris and ooze its way deeper into the cave...


	5. Chapter 5

**Chapter 5: Hunted**

* * *

In the orbit of Earth, within Vilgax's ship, Vilgax watched the monitor from his stasis tank. In the training room, there are three aliens: one is a yellow humanoid robot with one giant claw-like pincer on his left arm and four spider-like legs, the second is an armored humanoid with a backpack-like device, multiple slots on his body and has violet visor; and the last but not least is black-armored humanoid with bulked body, carried a hand cannon on his gun pocket and has a small green, diamond-shaped visor.

" _Begin the demonstration._ " ordered Vilgax in a raspy voice.

Multiple drones appeared and start shooting at the yellow robot. He grabbed the drone with his claw-like pincer and crushed it, spilling its oil on the floor. Then flawlessly pull out his sword and slice the approaching drone in half, which exploded.

More drones approaches them and the purple-'n-black armored alien pull out his guns and blasted the drones within seconds. Now it came a large drone from the beginning. The black warrior tossed a disk and transformed into a hoverboard.

He rode it and flew toward the robot. The robot fired powerful laser cannon and blasted the black warrior, releasing a powerful explosion. The dust faded and emerged the warrior but he suffered no damages. He jumped toward the robot, swung his fist and bored through the robot easily. The robot exploded into pieces after he land on the floor.

" _Your abilities are very impression. You're all hired. Here is your mission: You must retrieve the Omnitrix and bring it to me. The one who succeed will be rewarded._ " said Vilgax. The aliens obliged. They soon were jettison from the ship and headed for Earth below.

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- A cat-like alien humanoid.

#2- A four-armed, four-eyed, red-skinned alien.

 ** _Fighting all evil from Earth or space!_**

#3- A small amphibious, bug-eyed grey alien.

#4- A velociraptor with orbs on her feet and wore protective helmet.

 ** _She'll never stop until she makes them pay!_**

#5- A living entity made of powerful durable crystal.

#6- A living, stretchable metal being with aqua digital stripes and has one eye.

#7- An aquatic shark-alligator-fish hybrid humanoid alien.

 ** _'Cause she is the baddest girl who save the day!_**

#8- A ghost-like alien with one purple eye.

#9- A humanoid firefly with two large wings.

#10- A living fire-like alien.

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

In the middle of the wasteland, a training area was set there. Ben was playing his PSVita while Max is holding the lever.

"Ready, Gwen?" asked Max. Gwen gave a grin then lifts her hand up and slam the core down.

The watch released a burst of green energy as her arm got completely covered in teal organic crystal-like skin. Then her face got covered in crystal, clutched her eyes then shot them open, revealing her eyes turned fully green. Next, her legs become covered in crystal skin then she spun around and stood firmly as she transformed into a diamond-like alien being with flat head with one hairpin on the left.

"Okay Grandpa. Let's do it!" smirked **Diamondhead** as she drops on defense stance and shape shifted her hands into multiple shards. Max starts pulling different levers and Diamondhead thrust her hands and fired multiple diamond shards at different targets and used her brain to plan her tactics. She managed to hit all targets without receiving a hit.

"That's it, Gwen. Training's over." smiled Max.

"How did I do?" asked Diamondhead.

"You did great, Gwen." said Max with a thumb up.

"Yes!" cheered Diamondhead with a fist pump.

"Show-off..." grumbled Ben as he continues playing his PSVita.

After Diamondhead transformed back into Gwen, they left the area in the Rust Bucket. They were half-way through the wasteland until the Rust Bucket drove to a stop. They checked the Rust Bucket's engine and saw one of Diamondhead's shot pierced through the oil tube.

"Sorry." said Gwen as she hangs her head down.

"It's okay." smiled Max. As Max start fixing the tube, Ben ran off to explore the abandoned town. Gwen followed him as she was curious too but also to make sure he's not getting into trouble.

* * *

Back in the training area, the bounty hunters arrived on the cliff and saw the black warrior at the area first.

" _Nig grrk org gah Krab._ " scowled the purple-'n-black alien as he activated his jetpack and flew toward the training area.

"You can say that again, **Six-Six**. This planet is as dry as the space rock." scoffed the yellow robot named **Kraab**.

The black warrior saw an empty soda can with a crystal shard pierced through it and picked it up but a claw-like tentacle grabbed it and yank it away from him. Six-Six gaze at it but the black warrior grab it and snap it away from him. Six-Six growled as he stood back then transformed his arms into plasma cannons, grew extra short arms from his shoulders and forearms; armed with blasters and energy spikes. He threaten to blast the warrior where he stands.

" _Krik gor grrk ro!_ " growl Six-Six.

"Oh ho! Big talk from a **Sotoreggian**." chuckled Kraab.

"Get in my way again and I'll rip your arms off." grunted the warrior as he made a threat. Six-Six step away from the warrior, stands down, said some swore words in his language then flew away. Kraab jumped up, start spinning his legs like a drill and burrow underground.

The mysterious warrior walk ahead then unexpectedly yanked a rope with his foot, causing the target practice shot up from hiding. The warrior quickly grab his hand cannon, swung it around and fired a laser bolt at the training site, resulting a huge explosion wave as the mysterious warrior flew off on his hoverboard.

* * *

Gwen continues walking around the deserted street. She recalled from what she read from her laptop, the town become deserted because the mine ran dry. She walk passed a deserted building when...

"BOO!" shout Ben as he jumped out of the boxes.

"AH!" screamed Gwen.

"Ha ha! I got you!" laughed Ben.

"BEN!" scowled Gwen. Ben sticks his tongue out and ran off into the warehouse.

"You are soooo _dead_!" growl Gwen as she slammed her hand on the watch and release a bright green light.

Ben tip-toed through the warehouse and hid as he waited for Gwen to pass by so he can scare her again. Then an eerie black smoke went through Ben's chest and he starts shivering.

"What the? Brrrr... It's c-c-cold already?" wondered Ben.

"So you like scaring girls? Let's see if you like **Ghostfreak**." grinned Gwen as Ghostfreak when she became visible and ready to open her skin.

"NO! NO-NO-NO! NOT THAT, GWEN!" cried Ben in fear as he quickly close his eyes. Nothing happens except he heard Ghostfreak broke down in laughter.

"Ha-ha-ha-ha! Ben Tennyson is afraid of Ghostfreak! Priceless! I hope you learned your lesson, Ben." chuckled Ghostfreak. Ben growled at Ghostfreak.

"Very funny... If I had that watch instead of you, I will scare you so hard that you might wet your pants." said Ben as he crossed his arms.

"Yeah, in your dream." smile Ghostfreak. Suddenly they heard a tremor and the ground exploded into dust cloud. Rising out of the ground was Kraab. He spun his head to remove the dirt then gazed his optics at Ghostfreak and Ben. He scanned the watch symbol and it confirmed to be the target.

"Well, well, I found the Omnitrix first. Must be my lucky day!" chuckled Kraab.

"Who are you, freak?" asked Ghostfreak.

"It doesn't matter. Hand over the Omnitrix!" order Kraab.

"Just a sec..." Ghostfreak moved her eye from her face to her back so she can see Ben. "What's he talking about? Is he after the watch?" asked Ghostfreak.

"What do you think, Ms. Know-It-All?!" asked Ben.

"I didn't ask for your opinion, doofus!" snarled Ghostfreak then moved her eye back to her face so she can see Kraab. "I'm sorry, the watch & I are great partners, beside I can't take it off." answer Ghostfreak.

"Of course, which it's why I will take it...with your life." smirked Kraab as he snapped his claw twice.

"Let's see you try!" Ghostfreak fired a powerful ectoplasm beam from her eye but Kraab blocked it with his claw. When he gazed ahead, Ghostfreak is gone. She sneak up behind him but Kraab turned his head around and saw her, even when she's invisible.

"Nice try. I fought an **Ectonurite** before." Kraab swung his claw and splashed her with a yellow slime-like substance from the nozzle within Kraab's claw.

As she recovers, the symbol start flashing and she transformed back into Gwen. Kraab approach Gwen while snapping his claw to show her how deadly is his claw. As he step over the platform, Ben pulled the lever and slammed Kraab against the ceiling. Then the duo ran out of the warehouse and back to the Rust Bucket.

"Okay, now we— What happen?" ask Max as he saw them worn out and sweating.

"We got attacked by a big yellow robot and he's after the watch, except he called it the 'Omnitrix'." explain Gwen.

"Gwen, let's go back and you turn into Four Arms, Wildcat or Diamondhead & turn him into tuna can!" said Ben with excitement.

"No. I already used the Omnitrix to become Ghostfreak so I need to wait 10 minutes until it's ready." said Gwen.

"Now you're calling the watch 'Omnitrix'?!"

"If that's the watch's name, then yes I'm calling the watch 'Omnitrix'!" shouted Gwen.

"No time to argue, get in the van so we can leave!" said Max and they enter the Rust Bucket & speed off to the road. Suddenly there was a powerful thud. Someone landed on the roof then an energy saw pierced through the roof.

"We got company!" exclaimed Ben. The energy saw made an opening and two claws clutched and open it up wide. It was Six-Six!

" _Rik grah!_ " growl Six-Six as he reach his hand forward to grab Gwen but Max immediately stop the Rust Bucket, sending Six-Six into the road then ran over him. Max then heard popping sound and stop the mobile home. He looked outside and checks the wheels.

"Oh no." moaned Max as he saw several spikes have pierce through the wheels. He saw a mine shaft so he, Ben and Gwen ran to the mine as Six-Six recover from the damage. Before he go after them, the ground exploded and emerged Kraab.

"Hey! Remember me?" asked Kraab as he dived toward Six-Six.

The trio continue running through the mine until they stop to catch their breath. Ben took a peek to see if Six-Six is still following them.

"He's gone." sigh Ben in relieve. Suddenly Kraab emerged from the ground.

"Hello, kids!" laughed Kraab.

"Do you have to say it?" complained Gwen as they start running again. They exit the tunnel and arrive at the edge of the cliff. Lucky for them, there is a cable cart to reach the other side. As they rode on it, Six-Six appear flying through the sky with his jetpack and tackled the cart, almost knocked Max off the cart. He was hanging on the edge and, while Ben struggles to pull Max up, Gwen rotates the Omnitrix's ring dial, selecting an alien form.

"No Gwen! That's what they want!" warned Max.

"I know, but I need to hold them off until you guys reach the other side." said Gwen. When Six-Six dashed the cart, Gwen jump toward him and press down the core. She starts glowing into an embodiment of green energy as she rammed her fist and pile drive the Sotoreggian into the void below.

"Gwen!" exclaimed Max & Ben.

Six-Six emerged from the depth, battling against **Diamondhead** in a grapple. They flew around the sky until they crashed against the wall. Max pulled the lever to go back.

"Grr! Get ready to be shred apart!" growl Diamondhead as she turn her right arm into a blade and attack Six-Six.

She swung her blade but Six-Six clashed it with his energy saw, grinding through the crystal skin, though it doesn't have enough penetration. He shoved her back then start firing his turrets at her then Diamondhead used her arm to ricochet it back at Six-Six.

Six-Six quickly dash to the side then threw a punch, knocking her down but she grab his face and slammed him against the wall. Diamondhead swung her crystal blade and Six-Six ducked, pulled out an energy spike and stabbed it against her waist. It cracked her skin and she groan in pain.

"Heh heh heh!" laughed Six-Six as two short arms popped out from his shoulders and start throwing multiple spikes. Diamondhead got continuously stabbed then she fell on her knees.

"Gah..." grunted Diamondhead. Six-Six moved in closer and pulled out a long hand cannon then aimed at her head. "NO!" snapped Diamondhead as she lands a powerful uppercut and send him flying back.

She began to overpower him until Kraab emerged from wooden floor and grabbed Diamondhead's upper torso with his claw. He slammed her against the floor then tossed her against the wall.

" _Grik slrk grak ko Omnitrix!_ " snarled Six-Six as he shoved Kraab aside.

"Hey! I got dibs! Get your own bounty!" argued Kraab as he blocked his path.

Before they continue arguing, an orb bounced across the floor and rolled in between them. They looked down in confusion then the orb released a cloud of blue gas. Kraab & Six-Six start gagging then fell unconscious and the mysterious warrior arrived on his overboard, grabbed Diamondhead's head, dragged her through the mine until they're back in the town and threw her against the mine cart.

"Ugh!" grunted Diamondhead. She recovered and saw the mysterious warrior. "Are you one of them?" she asked as she starts yanking the spikes off her body.

"Not likely, but I've come here for the Omnitrix." he answer.

"Look, I love to give it to you but I've grown very fond of it and I can't get it off! I tried." explained Diamondhead.

"Of course not. You think you can just take it off like some kind of a hat?" asked the warrior in sarcastic tone as he bend over and evade Diamondhead's punch. As he kept pushing Diamondhead around while she tried to fight, he continue talking, "The Omnitrix is a powerful DNA Alterer Reviver that allows the user to transform into different forms, changing their powers, tactics and knowledge of other species. Once it straps on to someone, it download its DNA to your DNA but you used it as a child's toy and never learned to use its full potential!" scoffed the warrior as he easily shoved Diamondhead aside then held out his foot and tripped her as she charge in for an attack and crashed against the crates.

"You can't even defeat those Sotoraggian and cyborg **Piscciss Premann**." he lectured her.

"It was two against one!" complained Diamondhead as she swung her overhead punch but the warrior sidestep and pushed her down.

"Numbers doesn't count. The Omnitrix is the ultimate defensive technology so you can adapt and changes new tactics. Of course, you are just a child, so you won't understand that." scoffed the warrior.

"If you know so much, who made you an expert?" asked Diamondhead as she stood back up. The warrior just gazed at her then removed his helmet and reveal himself as... A male Diamondhead!

"You're...like me?" gasped Diamondhead.

"Wrong! I am a **Petrosapien** warrior, **Tetrax Shard**! That Omnitrix has my DNA! I was sent here to retrieve the Omnitrix, along with you!" growled Tetrax.

"Not gonna happen!" grinned Diamondhead as she thrust her fists to fire diamond shards but the Omnitrix symbol start beeping and transformed back into Gwen.

"Very bold, little girl. But I have my order so I'm going to take you with me." said Tetrax as he grabbed Gwen by her shirt and carried her until Kraab appear with Six-Six.

"Where do you think you're going? Not interest with the bounty." chuckled Kraab.

" _Skrrk no roak gah Kraab!_ " growl Six-Six.

"Yeah, Six-Six and I decided to team up and split the prices. Now hand over the girl or we'll kill these two." threaten Kraab as he held Max & Ben with his claws. Tetrax quickly threw a bomb, releasing an explosion and he ran to the nearby house while they got distracted. As Six-Six start shooting the place down, Tetrax looked at Gwen.

"Stay here!" he ordered then he ran outside and engaged Six-Six. Six-Six spotted him, transformed his arms into plasma cannons and start firing at him.

Tetrax rammed his fist against the ground, summons a large wall of crystal and it deflected it back at Six-Six but he activated small shields on both arms and quickly blocked it. He resumes battling with Six-Six but failed to notices Kraab is heading to the house where Gwen is hiding. Gwen quickly hid behind the crates & began to select an alien form.

She need something small so she continue rotating until she found the perfect alien form. Kraab continue searching for Gwen until he saw a flash of green light behind the crates. He swung his claw and smashed the crates into pieces but there's no one there.

On the ceiling come crawling a grey-skinned, orange-haired, bug-eyed alien at the size of a chicken wearing a bodysuit that resembled her trademark clothing. She has the cat-shaped Omnitrix symbol on her back. She jumped on Kraab's neck and Kraab felted her and start moving around blindly as he tried to shake off the alien named **Grey Matter**.

"Get off me! Get off me, you stupid insect!" growl Kraab.

"I wonder what will happen if I pull this?" wondered Grey Matter as she yanked off some cables from Kraab's neck. He starts going bonker, destroying everything around him until he drop on the ground paralyzed. Tetrax and Six-Six saw Kraab's action and wonder what happened. However, Six-Six ignored that and attacked Tetrax. He grabbed Six-Six's arm and they entered a grapple then he saw Grey Matter leaped on Six-Six's jetpack and noticed the Omnitrix symbol on her back.

"What are you doing?! I told you to stay hiding!" shout Tetrax.

"Hey, is this important?" asked Grey Matter as she yanked Six-Six's cable. His jetpack was turned on and began to fly around without control.

He crashed through the legs of the water tower and slide across the ground until he skid to a halt, next to Kraab. The water tower starts falling toward the bounty hunters.

"I hate this rock..." groaned Kraab.

The water tower crash on them and the water short-circuit their body & they lost consciousness. The Omnitrix start beeping and Grey Matter transformed back into Gwen. She went to Max and Ben.

"Are you two okay?" asked Gwen.

"Yes. Thanks to you, Kiddo." smiled Max.

"Finally you used your geeky brain for something." smirked Ben.

"You're welcome." sighed Gwen as she rolled her eyes. Tetrax place a cube next to the bounty hunters and they got absorbed within. Then Tetrax picked it up and placed it on his belt.

"I must depart now." said Tetrax.

"Wait, what about the Omnitrix?" asked Gwen as she held up her arm.

"After the performance you made, I think it's in good hand." smiled Tetrax. "Here. This is for you." Tetrax gave Gwen his hoverboard.

"Whoa! For me?! Thanks!" smiled Gwen. Tetrax pressed the button on his belt and he was transported in a beam of light to wherever he's heading.

"Why you get all the cool stuff?" asked Ben.

"'Cause I'm cooler!" grinned Gwen proudly.

"Hmph!" scoffed Ben as he cross his arms and look away.

"He said my Omnitrix is not at its full potential. I am going to figure out all of its remaining secrets." said Gwen as she gazed at her Omnitrix, whose core began to glow.

* * *

Within Vilgax's ship, Vilgax and his servant saw the beam of light traveled up to the Earth's orbit then dash off to the deepest part of space.

" _I...don't think none of these bounty hunters have the Omnitrix._ " stuttered the Bioid.

"It's seems that there is someone who have dark secret and wants to make sure I won't obtain the Omnitrix." said Vilgax in anger.


	6. Chapter 6

**Chapter 6: Kevin 11**

 **Richard: I will like to talk about the canonical relationship between Gwen and Kevin. I actually love the two characters and they're a good pair but what disappoint me is that they never got married. Instead of making an alternate timeline where they did got married, they kept the original timeline of _Ben 10,000_ and _Ken 10_ , telling us Kevin really went with another woman as 11,000.**

 **Now, what reason I didn't re-use the shipping on the re-make? Well, Animation-King, creator of _Steven 10_ and the upcoming _Bikinisaur_ , told me that he, along with few other people, doesn't support the Gwevin shipping. I didn't remember the full detail but I can think a few like maybe it was forced, maybe it's a bad pairing. Something like that.**

 **Since we chosen to make Gwen bisexual, King had voted to have Gwen shipped with Simone and Zachery Harman. There are more ideas for Gwen's love life, but I'll keep it as surprise.**

 **There is also a suggestion of having Gwen date with Charmcaster (fan service for the Gwencaster) but the problem is that Charm is 10 years old then Gwen, which counts as pedophilia. However, Future Hope did married with Gwen 10,000 as you saw the chapter, and it's because they're adult now.**

 **If everyone still remember this old story, yes, Charm will still meet her "Celestial Star" in the re-make.**

 **Now…Frightwig. I need some votes about the possibility, the actions, the body measurement, and the age. And will she be of Classic (2005) or Reboot (2016)?**

 **Also, no, Gwen will get more girlfriends then boyfriend, since Harman voted to have his OC be the only guy in the harem. It's like dream paradise. ;)**

* * *

In the hotel of New York City, Max got the key to the suites and moved in the room. Max brought all the suitcases and Ben placed his on his bed. He saw Gwen's hoverboard so he reaches out his hand to grab it...

"Touch that and you are DEAD!" threaten Gwen as she entered the suite with her towels. Ben quickly pulled his hand back and smiled nervously.

"Come on. Just once." begged Ben.

"No." frowned Gwen. As she enters the bathroom, Ben noticed several desired jeans and held them up.

"Why do you need desired jeans when you have a butt as big as a hippo?" joked Ben. Gwen shots her head out of the bathroom and gave Ben a death glare.

"I do not have a big butt!" hissed Gwen.

"Then why you have a hard time squeezing out of the Rust Bucket as Firefly?" grinned Ben. She threw soap at Ben and he quickly ducked. "You missed!"

*POW!*

Ben got hit in the head by a bottle of hair conditioner and fell flat on the bed.

"Take that, creep!" scoffed Gwen as she slammed the door shut. Max just chuckle of them fighting.

"They remind me so much of Verdona." smiled Max but there was a hint of sadness in his smile. Gwen start unbuttoning her pants but stop to stare at her butt using the mirror. It's slightly bigger for a 10-year-old.

" ***sigh*** Guess I do have a big butt." She quickly shook her head. "No! I do not have a big butt! He was just making fun of me!" growled Gwen. She finished undressing and took a dip in the bath tub.

"Ahh... I'm in Heaven!" sighed Gwen. She laid back and lifted her leg up from the water then smoothly strokes her sponge across her leg. She looked at her Omnitrix.

"So, what kind of secret you're hiding, Omnitrix. Don't worry, Ben is not here to fiddle you again or me being naked." smiled Gwen then the Omnitrix's faceplate flashes white as a respond.

" _For your information, I am now a female since my DNA fused with yours._ " replied the AI, whose voice sounds like Gwen. " _I am surprised you knew the Omnitrix has an AI._ "

"Well, you kept switching me into a wrong alien and you gave out a warning when Ben start fiddling the ring dial so it's obvious." shrugged Gwen.

" _The Omnitrix has several functions. Want me to introduce them?_ " she asked politely.

"Of course. I don't wanna go activating the functions blindly." nodded Gwen.

" _Okay. Here's a function for starter. The first function is the Scan Mode. Once turned yellow, you cannot transform until a new DNA sample is scanned. Remember, the unknown alien must touch the Omnitrix in order to be scanned._ " explained the AI.

"Cool. And what's the other one?"

" _The Scratch Guard._ "

"The Scratch Guard?" asked Gwen.

" _The Scratch Guard is the grey section on the faceplate. They are meant to protect the Omnitrix from any damages and prolonged the Recharge Meter. Removing it will allow the Omnitrix to recharge more faster and the symbols appear on the aliens will now glow green._ " answered the Omnitrix.

"Can I take it off?" asked Gwen.

" _Yes but we don't know how..._ " sighed the AI.

"Okay. So who created you? Wait, let me guess; top secret?" asked Gwen. The Omnitrix gave out a beep in confirmation. "Okay, then why the symbol was shaped like a cat?" she asked another question.

" _Well, it was originally circular but, after I merged my DNA with yours, I love the colors of your shirt and that cute cat icon so I made some adjustment._ " the Omnitrix AI answered.

"Gee, thanks." Gwen smiled and resumes her relaxing bath.

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- A cat-like alien humanoid.

#2- A four-armed, four-eyed, red-skinned alien.

 ** _Fighting all evil from Earth or space!_**

#3- A small amphibious, bug-eyed grey alien.

#4- A velociraptor with orbs on her feet and wore protective helmet.

 ** _She'll never stop until she makes them pay!_**

#5- A living entity made of powerful durable crystal.

#6- A living, stretchable metal being with aqua digital stripes and has one eye.

#7- An aquatic shark-alligator-fish hybrid humanoid alien.

 ** _'Cause she is the baddest girl who save the day!_**

#8- A ghost-like alien with one purple eye.

#9- A humanoid firefly with two large wings.

#10- A living fire-like alien.

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

After they settled at the suite, Ben went to the arcade area a few blocks away with Gwen following him, to make sure he doesn't get into trouble. There were so many arcade games. Both Ben and Gwen starting playing them then Ben start playing a video-game of _Star Wars_ but lost and ran out of coins.

"Gwen, got another quarter?" asked Ben while gesturing his hand.

"No, sorry." said Gwen as she shrugged.

"It's okay, Gwen. I got one more." Ben went to a baseball game and inserted a coin. He's ready to play but he immediately lost. "Hey! No fair! That machine ate my quarter!" complained Ben while Gwen shook her head. A teen pass by and rudely said "Read the sign, kid. It's said 'play at your risk'."

"What a grouch." scoffed Ben.

"I agree." said a black-haired boy who was lending against the arcade game next to Ben & Gwen. He's a goth as he wore torn-up sleeveless shirt, baggy pants that has a few rips, black boots and has spiked gauntlets. Around his neck was a padlock necklace with #11 imprinted on it and has strange black marking on his eyes, like an eye shadow or something. "He's just a low-life." he added.

"Nah, I bet he was just upset because of his ugly bald-head." joked Ben and Gwen shook her head in annoyance..

"Ha ha ha! You're pretty funny. Here's your reward for the laugh." The goth boy placed his hand on the machine and released a spark of electricity, causing the machine to spill out hundreds of coins.

"Whoa, thanks!" exclaimed Ben in awe as he picked up the coins and pour it into his bag.

"No-good thief..." muttered Gwen under her breath.

"I'm **Kevin Ethan Levin**. What I did to that machine was one of my special skills." grinned Kevin.

"I'm Ben Tennyson and this is my geeky cousin, Gwen." smiled Ben. "And thanks!"

"'Geeky'? I don't know, she's seems pretty cute to me." smiled Kevin as he rubbed his chin. Gwen's cheek turned bright pink as she become wide-eyed.

* _Did he said I'm...cute?_ * Gwen asked herself in thought.

"Levin!" An angry voice called out Kevin's last name. Ben & Gwen look at the entrance and saw a group of teens walking toward them.

"See ya, guys. Gotta go." said Kevin as he walked away but the gang surrounded him.

"What's the matter, Kevin? Need to recharge your battery?" growl teen #1.

"Hey, guys. What? You don't like what I did to your place?" asked Kevin with a cocky smile.

"You're going to pay for that, freak!" scowl teen #2.

"Hmm. I bet he can handle himself, right G- Gwen? Where did you go?!" Ben looked around in confusion as Gwen left. Gwen hid behind the arcade and start rotating the Omnitrix.

"He may be a thief but still... I got to help him." whispered Gwen to no one in particular. She pressed the button and the Omnitrix become active. She rotated the ring dial then press the core down, releasing a bright light.

The Omnitrix sank into her wrist as the expanded blood vessels traveled up to her face then her face gained turquoise skin and green oval-shaped eyes. Her body becomes an embodiment of green energy then shape shifted into velociraptor-like humanoid. She wore a shirt-like uniform with shade of blues & black helmet with a hairpin, two white stripes on her tail, and hind legs with orbs beneath her feet and the cat-shaped Omnitrix symbol was on her chest. She struck a pose as her transformation is completed.

"No one is going to help you!" growl teen #1.

"But I will!" hissed someone and they turn around to find a velociraptor alien.

"Whoa, a little late for Halloween, girl." said teen #3 in confusion.

 **XLR8** immediately dashed to the right, leaving the gang confused. Distracted, the fourth teen did not noticed a turquoise/black/white blur zoomed by, taking him out in an instant. When the third teen turned around, he gasped in horror before he got hit by the blur, followed up with the other two. Then the blur tossed all the teens against the wall and went up in front of the leader.

"Trick or threat?" grinned XLR8.

"Ahh!" yelped the leader and ran away with the others.

Kevin was awe then look at XLR8, who waved good-bye and ran off at supersonic speed. 10 minutes later, Kevin & Ben step outside and Kevin started cheering.

"Whoa, that velociraptor chick was not just hot, she's super-fast!" exclaimed Kevin.

"Yeah, she's quick on her feet." smiled Ben.

"I wonder what's her name?" wonder Kevin.

"Her name is XLR8." answer Gwen as she exits the building.

"You know her?" asked Kevin in surprise.

"Yeah, she's...a friend of mine." said Gwen as she placed her arms behind her back.

"Wow... Well, see ya later." waved Kevin as he left. As Gwen & Ben return to the hotel, Ben realized something.

"Why did you save Kevin and told him about XLR8?" asked Ben.

"I don't know... Maybe I felt pity for him." shrugged Gwen.

"You like him, huh?" grinned Ben.

"I don't!" growl Gwen as she turned red. Ben chuckled as he went to his bed and fell asleep. Before Gwen go to sleep, she heard a door knock. She checked and saw it was Kevin. She open the door slowly and start whispering.

"What are you doing here, Kevin?" asked Gwen quietly.

"I guess I own you an explanation." said Kevin. "Wanna hang out with me?"

Gwen look at Ben & Max sleeping in the bed then made up her mind. "Okay." she nodded. They left the hotel and arrive at Kevin's house, which it was located at the abandoned train station not very far from the hotel.

"So you live...here?" asked Gwen as she gazed around the area.

"Sorry, it's all I could find. I was abandoned. The reason I can forced the machine to release all the coins is because I have the power to absorb energy & use it whenever I want. I had to be a thief, in order to live my life." smile Kevin.

"Well, you need some clean up. I-I'm not saying-" Kevin place his finger on Gwen's lips and smile.

"None taken." smiled Kevin. "Wanna eat at Burger King?" asked Kevin and Gwen nodded as she smile deeply.

* * *

# _Burger King_ #

"Ha ha ha! That is so funny!" laughed Gwen as she took a bite of her burgers.

"I know, right?" laughed Kevin after he said something funny. "So, you and your cousin are on some vacation?" he asked.

"Yep." nodded Gwen. "But going with my cousin is the worst. He always makes fun of me about my intellect, my personality and my huge but- I-I mean...uh..." stuttered Gwen and Kevin raised his eyebrow.

"Your huge what?" asked Kevin.

"Nothing! So, why do you have black marking on your eyes?" asked Gwen.

"Dunno. I had that marking ever since I was a little." answered Kevin. "So why are you wearing that strange-looking watch?"

"Uh... It was—" before she think of an answer...

"NOBODY MOVE AND NOBODY GET HURT! THIS IS A STICK-UP!" shouted a masked thug, waving his gun around.

"Uh-oh. Gwen, will you- Huh? Where did she go? Meh, I'll distract him with a little recharge!" grinned Kevin as he went outside. He placed his hands on the generator. He absorbed all the electricity to zero.

Meanwhile the thug held his gun at the owner, demanding him to fill the bag with moneys. Gwen, hiding in the bathroom, was about to use the Omnitrix until the light went out and the police arrived by a 911 call. The thug, confused of the sudden blackout, ran off before the police catched him.

"Aw, he ran away." smirked Kevin then saw the money he left behind. "Jackpot." He lends down, picks it up and kept it until Gwen saw him.

"Kevin, those are stolen money—" before Gwen stops him, the police pointed their weapons at them.

"Freeze! Put your hands in the air!" order the police. Gwen & Kevin start running away and hide inside a warehouse. They got surrounded by polices and they're trapped.

* * *

Back in the suite, Ben shook his grandfather and he woke up a bit.

"Grandpa, have you seen Gwen?!" ask Ben.

"Huh? Uhh...wasn't she in bed?" asked Max.

"Well, no. I thought she try to scare me by becoming Ghostfreak or Grey Matter but it pass 10 minutes and she's still not here. And look at the TV!" said Ben in shock. Max stood up and gaze at the TV. The news talk about the robbery and the camera caught the presence of Gwen & Kevin.

"What's she doing there? And who is that boy?" asked Max.

"His name is Kevin Levin & they're on a date. And I thought I'm the only one in trouble." grinned Ben.

"* _Levin?!_ * Let's go! Now!" ordered Max as he dressed up and head for the elevator with Ben.

* * *

Back at the warehouse...

"Now how do we get out?" asked Kevin. "Can't just shoot lightning bolt when they can shoot your blind spot."

"I wanted to keep this a secret but I have no choice!" Gwen rotated the ring dial, selected the form, the core popped up then she slammed it down.

The watch released a burst of green energy then sank into her wrist as her arm become an orange exoskeleton with two fingers and one opposable thumb. Then the orange veins covered her face and her eyes transformed into green oval-shaped eyes. Her hair transformed into three crown-like horns then her body become covered in orange exoskeleton.

Her legs transformed insectoid-like legs and her back sprouted two pair of insectoid wings with skin-like wingflaps then she grew a large oval-like abdomen tail with a large yellow orb and wore the cat-shaped Omnitrix symbol on her forehead. She stood firmly as she ignited her hands in flames and flapped her wings once.

Kevin got awe by her beautiful appearance. "Wow...you're hot." muttered Kevin.

"Hang on!" shouted **Firefly** as she grabbed hold of Kevin's arms then flew through the police force and into the sky at intense velocity.

"WHOA! What the heck is that?!" exclaimed the police.

"A giant insect?" shrugged the other.

"WAHOOO!" cheered Kevin as Firefly and Kevin flew across the skyscrapers.

The police helicopter appeared and tried to follow Firefly and Kevin but she is too fast as she dash through the open ocean, flew around the Statue of Liberty, then dashed across the building, flanking the helicopters then zipped over the street until they hid in the trucks carrying the cars. The police helicopter tried to catch them by going to the other side of the tunnel but they lost sight of Firefly & Kevin.

"We lost sight of the bug and that kid! How did that happen?" wonder the police copter.

As they left, Kevin & Gwen took peek from the car and saw the police gave up. Kevin made a fist pump while Gwen sighs in relieved. Once they reached to the certain point, Kevin and Gwen leapt out and ran to the ally.

"That was awesome! How did you do that?" ask Kevin.

"It was thanks to this DNA Alterer Reviver I found in the forest, called the Omnitrix. With it, I can transform into 10 different aliens." smile Gwen.

"Ten?! So that XLR8 chick... That was you?!" exclaimed Kevin. Gwen nodded. "Show me more!" said Kevin.

"I can't. Once I used one alien form, I had to wait 5 minutes or so until I can transform again." said Gwen as she shook her head.

"Let me see, maybe I can make it work." offer Kevin but Gwen move her arm away.

"Sorry, it has a mind of its own." said Gwen.

"Gwen, there is one place I need to go. Come on." said Kevin as he went ahead. Gwen followed Kevin to the subway.

When they arrive at the subway tunnel, Kevin places his hands on the power box and absorbed the electricity. The electric discharge causes the rail to switch tracks.

"Kevin, what are you doing?" ask Gwen.

"There is a train carrying a whole bundle of moneys heading this way. I switched the tracks so the train will ram against the other train then you transform into XLR8 and we'll take the money." explain Kevin with an evil grin and his eyes glowed blue.

"But many people will get hurt! Kevin, that's murder!" exclaimed Gwen.

"Hey, someone must take the risk. Are you in or not?!" asked Kevin bitterly.

"No... I wouldn't let you do this!" growled Gwen as a small tear shed from her left eye.

"I knew you won't understand." growled Kevin.

"I will save those people & I will stop you! Come on, Omnitrix. Four Arms!" Gwen slammed the core and her arm becomes covered in rocks then her whole body. Her body ignited in flames and the cat-shaped Omnitrix symbol was placed on her chest. She became a living firewall and struck a pose as her transformation was complete.

Kevin become wide-eyed then gritted his teeth in anger, causing his body to emanate lightning aura. Gwen looks at herself and saw who she transformed into.

"Great... Instead of Four Arms, I got **Heatblast**." moaned Heatblast.

Kevin ran to the power box and start absorbing more electricity, causing the whole subway tunnel blacked out. Heatblast, being the only light in the dark, searched around the area to find Kevin. Suddenly Kevin leaps from behind and grab Heatblast.

"Let go of me, Kevin!" shout Heatblast as she struggle to shake Kevin off without burning him.

"Or what? You turn me into roasted BBQ?!" snapped Kevin as he strengthen his grip until his hand touched Heatblast's chest.

"Kevin?! Get—" before she said anything, Kevin's hand start glowing and release a burst of energy.

"GYAAH!" screamed Kevin as he got knock away from Heatblast because of the surge of energy. Heatblast was shocked and turn to search for him.

"Kevin, are you okay?" asked Heatblast.

Suddenly a massive fireball blasted Heatblast away and she slide across the ground until she struck against the wall, destroying it and formed a huge hole. She shook off the dizziness and look ahead in shock and fear.

Approaching her was Kevin but his torso, right arm and head transformed into those of a male Heatblast but the magma rocks and flames are darker and his eyes has a grim look in them.

"I can absorb energy, remember? Now I have become **Fireblast**!" said Fireblast in a deep Ghost Rider voice as he grinned evilly.

"Impossible... You absorbed my powers?!" gasped Heatblast.

Fireblast swung his flaming arm, slammed it against the ground and unleashed a massive heat wave. It struck Heatblast and unleashed a massive firewall. Heatblast dashed out of the firewall and swung her fist at Fireblast but he instantly caught her fist then land a powerful headbutt, knocking her down.

"Ha ha ha! What a date! Not only I met a girl who can transform into any powerful monsters but I can absorb new powers! HA HA HA HA! What a sucker!" laughed Fireblast.

"Sucker?! Sucker?! I thought you liked me!" snarled Heatblast as she stood back up. "Then why do you asked me out?!"

"I thought you can understand my pain but you are so thick-headed with all this superheroing stuff so I decided to take your powers. I didn't even know you have that power." snarled Fireblast as he lends his flaming hand forward and began to generate a massive lava sphere.

"Why?! What are you hoping that I understand?" asked Heatblast as she hang her hand down.

"How do you feel if the world manages to discover that you have superpowers? What do you think they will do? Will you still protect them after you become an outcast?" asked Fireblast.

"..." She remained silent then they heard a train whistle. Then Fireblast looked to the left side of the tunnel. A bright light indicated the train is coming.

"Payday. Heh! So what's it going to be? Stop me or save those useless human?" asked Fireblast.

"..."

"Thought not!" scoffed Fireblast as he launch a massive lava wave. When it's about to impact her, she perfectly swung her arm side-way and easily dissolve the attack.

"WHAT?!" gasped Fireblast.

"So you hated everyone because they mistreated you for being a mutant? Well, my cousin and my grandfather still love me when they saw my powers..." said Heatblast. "And another thing... You only absorbed half of Heatblast's powers. You are NOTHING!" snapped Heatblast as her whole body erupted into a massive firewall then thrust her hands forward and unleashed a massive tsunami of fire.

Fireblast quickly raised his flaming arm to defend himself then he got bathed by the attack, causing the whole section of the station to explode into millions of pieces then Heatblast thrust her hand at the power box and blast it with a heat ray until the box melted. The tracks switch again and the train zoom through its original path.

Unfortunately Heatblast heard another train whistle. She turns her head and saw another train heading toward her. No time for dodging, so she created a huge twister of fire to propel herself up but the train went through the tornado and tackled Heatblast. She recovered and found herself hanging on the train as it left the tunnels. Fireblast managed to recover from the unspeakable attack and watched Heatblast being carry away by the train then glared at the melted power box.

"Forget the money. It's time for revenge!" growl Fireblast.

* * *

Max & Ben continue searching for Gwen as the Rust Bucket drove through the traffic. The radio reported about a wild-fire in the subway tunnel and Ben believes that was Gwen. A train exited out of the tunnel and Heatblast is losing her grip so she waves her hand over the roof and melted it to form a hole. She places her hand and grab hold of the hole.

"Damn that Kevin! I can't believe he tricked me to... Grrr!" growled Heatblast then her Omnitrix symbol start flashing.

" _Gwen, remember the marking on his eyes? He said he had it when he was a child so he must've went mad for absorbing energy, along with the hatred toward those who hated him. He was hoping you might understand the opposite of what he said._ " said the AI.

"Hey, you're right. Wait, now that you're talking, why did you turn me into Heatblast instead of Four Arms?!" argued Heatblast.

" _Did I just tell you already? The Omnitrix is not perfect because it got some few bugs unless the Scratch Guard is remove. Beside, he did cause a blackout back there so how you can fight as a Tetramand when you can't see?_ " asked the Omnitrix.

"Touché." sigh Heatblast. "Wait, what's a Tetramand—"

" _Time's up!_ " the voice chimed as the Omnitrix start beeping then she morph back into Gwen.

"THANKS FOR THE WARNING!" panicked Gwen as she placed another hand in the hole to strengthen her grip.

Then she heard a horn honking so she look to her left and saw the Rust Bucket closing in with the shade extended. She looks ahead and saw the road sign heading toward her.

"Oh that's gonna hurt!" whimpered Gwen.

"Gwen, jump!" shouted Ben. Gwen stood up then leap off the train and landed on the shade before the sign hit her.

* * *

Underneath the bridge, the hideout ignited in flames. The group of teens walked backward in fear as the flames burned all their stuff.

"Uhh... Kevin? M-Maybe we should talk this out?" asked the leader in fear.

"I don't think so." growled Fireblast as he lend his flaming arm over his left arm and resume his assault.

* * *

"Gwen, why are you dating with him?!" asked Max.

"W-We're not dating! We were hanging out and he told me about his special power until he start planning to kill people to steal money just because they treated him badly." explained Gwen as she hang her head down in shame. "Beside, Kevin's not himself. Those markings on his eyes means he lost control of himself after absorbing energy." she added. Max just sighed and look at Gwen.

"I understand, Gwen. You should've told me you were going to hang out with Kevin." said Max.

"Do you mean 'dating'?" grinned Ben. Gwen ignored him as she felt terrible about what they have done.

"So what should we do?" asked Max, which surprised Ben.

"You're asking Gwen what we are going to do?" asked Ben in confusion.

"Right now, Kevin has absorbed Heatblast's powers and will start hunting down those who hated him. Those guys from the arcade are the first in his to-do list and, if I recall correctly, they are at the bridge near us. I must stop him. No matter what!" shouted Gwen as she looked up and faces her grandfather.

"Okay. Let's go." smiled Max. They continue driving through the street but there was a traffic jam and they aren't going anywhere.

"Great! Now what?!" asked Ben.

"It's Hero Time!" shout Gwen as a tear shed from her eye. She spun the ring dial with force, making multiple beeping sounds then the core pop up then she slammed it down. After the flash of light, she crossed her arms as she appears curl up like a ball in the form of a four-armed alien.

"Great, _now_ I'm **Four Arms**!" groan Four Arms.

" _Bugs, remember?_ " replied the AI.

"D-D-Did the Omnitrix just talked!?" stammered Ben.

"Later!" said Four Arms as she open the door and exit out of the Rust Bucket then start jumping her way to the bridge.

* * *

Meanwhile at the bridge, the teens got stuck by a large debris and Fireblast stand on top of it with his arms crossed, laughing. Suddenly his Heatblast-like body glowed blue then disintegrated away, reverting him back to normal.

"Huh?! What happen?!" exclaimed Kevin as he gazed at his hands.

"Your power is gone!" shouted Four Arms as she land on the ground, few feet away from Kevin.

"Then you can give me some more." said Kevin as he held out his hand.

"No!" Four Arms crossed her arms as she look away from Kevin.

"Fine! I have enough juice to fry these clowns!" grinned Kevin evilly as his hands generated electrical aura, surging across his hands and eyes until it's at full power. "DIE!" shouted Kevin as he swung his hands down.

"NO!" screamed Four Arms as she grabbed Kevin and forced him to fired his electrical bolts at the bridge, sending debris down and left a large gap. Kevin gave an evil grin as he place his hands on Four Arms' arms, absorbing her energy.

"HA HA HA HA!" Kevin gave a crazy laugh as his body start crackling wildly.

His skin turned dark red and his muscular mass expanded as well as grew a second pair of arms. Then a huge muscular left arm with black nails and visible veins burst out of his left shoulder, covered in green slimes and land a powerful punch at Four Arms' face, knocking her back as Kevin land on the ground with his hands and knee. He continues grinning as he look up and face Fourarms.

"Mwah ha ha ha ha! Now meet **Six Arms!** " laughed Six Arms in a deep voice as he grew an extra left eye, both left eyes turned yellow and his nose was removed.

" _He absorbed the Tetramand's DNA!_ " exclaimed the Omnitrix.

"Gah!" gasped Fourarms as she grew wide-eyed in horror.

"So the Omnitrix _does_ have a mind of her own!" smirked Six Arms as he gave a mighty charge, shattering the pavement.

When he approached her, he grew another muscular arm and right-hook punched Fourarm. She crashed against the pavement, shifting it up and she was unable to stand up. Six Arms stood powerfully in front of Four Arms and cracked all of his knuckles.

"Ha ha ha! Heh heh! This is going to be so much fun!" grinned Six Arms.

Max & Ben manage to arrive at the bridge and parked the Rust Bucket. They quickly ran down and saw Four Arms getting pounded by Six Arms.

"Whoa! That Kevin dude turns into that?! And he has six arms instead of four! Gwen couldn't stand a chance!" panicked Ben.

"First thing first..." said Max as he saw the pinned-down gangster. They went and help the gangster to get free.

"We got nothing to do with this..." said the leader.

"Never mind. Go!" order Max. They nodded and fled.

They turn around as Six Arms threw Four Arms into the building. She stood up and leapt out of the building, swung her arms and punched Six Arms but he instantly jabbed her stomach with his lower arms. She gasped hard then Six Arms swung all of his arms and slammed her down hard, shattering pavements.

"GWEN!" exclaimed Ben.

"Mwah ha ha ha! Not so tough now, freak!" growled Six Arms as he start bashing her head, pushing her deeper into the pavement.

"Stop it! This is— ARGH!" grunted Four Arms as she received another blow. Six Arms lend his massive arm back then thrust it down but Fourarms quickly shoves it aside and it smashed through the pavement.

"GRRR!" growled Six Arms as he threw another punch then Fourarms rolled away, evading the punch then backhand punched Six Arms aside. She then darted toward him but he quickly grabbed her arms and engaged the grapple.

"I will defeat you & I will take all of your powers!" grinned Six Arms.

"They aren't your power, Kevin! Stop this madness!" begged Four Arms.

"Never!" snapped Six Arms as he lifted the Tetramand up then slammed her overhead against the ground.

Four Arms stood up but he punched her twice then rammed his fist against her face and sends her crashing through the wall. Then he grabbed her hair, yanked her forward and rammed his knee against her guts then swung his fists down and slammed her back into the ground. She stood on her knee then he land a powerful kick, sending her crashing through the building and causes the whole building to crumbles on her.

"AAAH!" gasped Ben and Max. The debris slowly lifted aside and Four Arms crawled out. She's alive but she was badly wounded and her uniform got torn up.

"Mwah ha ha ha! You women are so weak." grinned Six Arms

"I...can't win... Even he just absorbed half of my powers... He's still too powerful..." moaned Four Arms as she can barely stand up, even with four arms.

" _Wrong! You are stronger then him. He has lust for powers but having powers does not make you powerful, it's how you use them!_ " explained the Omnitrix.

"Shut up, you stupid watch!" growled Six Arms as he marched toward Four Arms.

"No... She's right... I am far stronger then you...because no power-mimicking mutant can defeat the original!" growled Four Arms as she stood back on her feet. Suddenly the Omnitrix start beeping.

" _HURRY!_ " ordered the Omnitrix.

"RAAAAAAAAAGH!" roared Four Arms as she unleashed a powerful force, shattering the ground beneath her.

Before he can react, Four Arms charged toward Six Arms at newly-found speed and lands a barrage of powerful punches then rammed her fists across his face and smashed him against the bridge's support. Six Arms recovered but fell on his knees.

"Okay okay! I give up! Don't hurt me!" begged Six Arms as he held his hands up, admitting his defeat. The red light flashes through the smoke and Gwen stepped out with tears in her eyes.

"You lied to me... You used my feeling & tried to steal the Omnitrix's power... And to think that I really like you..." Gwen starts crying as her tears travel down her cheeks and clutched her fists tightly.

"Gwen..." said Ben softly.

"Amazing." said Max in awe.

"So soft..." Six Arms growled. "I was kicked out of the house! Ever since my Dad died, some stupid moron married my mom and when he learn about my powers, he tried to get rid of me by convincing my mother to send me out to the street. And I did left, after I blew up their house as the mark of my revenge! Nobody likes me because I'm a freak! When I saw your powers, I thought I found a way to take my revenge on everyone who ever laughed at me! But you... You never understand how _I_ feel so I'm taking that watch from your dead body!" roared Six Arms as he instantly charged toward Gwen at full fury.

"Not everyone hates you...because _I_ don't hate you! I never hated you from the start because I...I..." Gwen charge toward Six Arms with tears in her eyes after her Omnitrix starts glowing. She spun the ring dial and the core popped up as she jumps toward him and Six Arms' punch missed. "I LOVE YOU!" screamed Gwen as she slammed her hand on the Omnitrix, becoming an embodiment of green light. She rammed her fist against Six Arms' face and resulted a huge explosion of fire, sending Six Arms boring through the support beams and crashed against the wall then the bridge collapsed on him.

Luckily, the Rust Bucket was safe as half of the bridge is still intact. The large debris got pushed aside and Kevin slowly rose up, opens his eyes and gazed at himself. He's no longer Six Arms then look up and saw Gwen as Heatblast fell on her knees. She broke down in tears as she cried deeply. **(A/N:** **Heatblast can't shed tears as it turn into steam by the flames)**.

"You... love me?" muttered Kevin. He began to shed tears as no one ever love him except hates. He stood up sluggishly and walk toward Heatblast. Heatblast look at him as she continue sobbing and sniffing. "Listen, umm... Maybe we made several mistakes. I'm so sorry for lying to you, Gwen. We will meet again someday, Gwen Tennyson." Kevin place his hand on Heatblast's shoulder, absorbed her power so he become full Fireblast and planted a kiss on Heatblast's lips. Heatblast's flames turned pink as she blushed and Fireblast smiled at her. Then he start running away then thrust his arms down, releasing bursts of flames to propel him to the air like a rocket. Heatblast, Ben & Max watch as Fireblast disappeared from their sight.

* * *

In the morning, as they began to exit New York, Gwen gazes at the city then smile lovely.

"We shall meet again, Kevin E. Levin. I will be waiting for you." whispered Gwen. Ben look at her from his seat then look at Max.

"Grandpa, I was wondering. Kevin turn into either Heatblast or Fourarms by absorbing Gwen's alien form's powers, so why can he stay longer as that form?" ask Ben.

"It's possible that Kevin can only maintain his form for several minutes & you saw how distorted his Four Arms state is. It's seems he can only absorb one-tenth of the alien's power." explained Max. "I believe that someday, Gwen will have to fight Kevin again." Max said that to Ben in a low voice so Gwen can't hear them.

Gwen looks at her laptop. On the screen is the drawing she made. It shown both of them are sitting on the beach sand, watching the sunset. Gwen smiled as she slowly close her laptop.

* * *

"Someday, I'll make up for what I did. Just I need to control my insanity." mutter Kevin, who reverted back to normal, while gazing at his fist. Suddenly a group of robots surrounded him. "What the?! Who are-GYAH!" Kevin got zapped and collapsed as he went unconscious. Then the robots took Kevin to space.

* * *

 **Richard: I think I know why Gwevin doesn't work much. Alien Force introduced it in a bit of a rushed manner, as there was no build up in the Classic series (remember, Gwen sees Kevin as a psychopath monster) so it wasn't very strong the relationship.**

 **It was until the flashback episode " _From Hedorium to Eternity_ " that shows how Gwen and Kevin began to develop affection for each other, and it was further shown in the flashback of " _Weapon XII Part 2_ " as Gwen shows concern of Kevin's sanity and instructed him to control himself when he mutated again.**

 **Guess this chapter shows why people is a little bothered on how Gwevin was executed.**

 **Now, if I can figure out what sparks the popular shipping of Gwencaster.**


	7. Chapter 7

**Chapter 7: The Alliance**

* * *

At the gas station, Max was filling up the gas tank of the Rust Bucket while Gwen & Ben went inside the market for some snacks. Gwen searches for some snacks until her Omnitrix start beeping.

" _So this is the Mini-Market?_ " wondered the AI.

"Shh! Don't let them hear you." shush Gwen. As she grabbed the box of cookies and Ben went to find some SunnyD, "Why does everyone, including you, called my aliens by different names?" she asked.

" _It's not their names. It's the name of their species. The alien you called Four Arms is a Tetramand._ " answered the AI quietly.

"Species? Right!" nodded Gwen as she went to buy the snacks. Ben stares at Gwen as she approached.

"Still talking to that watch?" he asked.

"She said that Four Arms' species are called Tetramand." answer Gwen.

"Really? So, any other name of their species?" asked Ben.

"Tetrax said Diamondhead and him are Petrosapien, and Kraab called Ghostfreak an Ectonurite." added Gwen.

"Meh... Those names are mouthful. Let's stick with the names you gave them." shrugged Ben. Gwen raised her eyebrow and gave a smile as she shook her head side to side.

After buying some snacks, Ben and Gwen approached their grandfather as Max passed the wiper across the rear window. There was a message on rear window that have a sad face saying "Wash me!" before it was wipe clean.

"Nice art, Ben." smiled Max.

"Ah, I did it for a statement." shrugged Ben as he ate some chocolate cookies. Suddenly a laser beam struck the armored truck and the rear exploded, blasting the doors open.

"No, _that's_ a statement!" exclaimed Gwen.

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- A cat-like alien humanoid.

#2- A four-armed, four-eyed, red-skinned alien.

 ** _Fighting all evil from Earth or space!_**

#3, A small amphibious, bug-eyed grey alien.

#4- A velociraptor with orbs on her feet and wore protective helmet.

 ** _She'll never stop until she makes them pay!_**

#5- A living entity made of powerful durable crystal.

#6- A living, stretchable metal being with green digital stripes and has one eye.

#7- An aquatic shark-alligator-fish hybrid humanoid alien.

 ** _'Cause she is the baddest girl who save the day!_**

#8- A ghost-like alien with one purple eye.

#9- A humanoid firefly with two large wings.

#10- A living walking firewall alien.

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her Omnitrix and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

The guard manages to get out of the truck and collapsed on the road as he coughed for air. Three motorcycle thugs arrived at the scene. The thugs had their helmets painted with graffiti faces and have different color; red, yellow and blue. They all wield some type of plasma-based weaponry.

"Get those money in the bag!" order the red leader in a rough voice. The guard stood up sluggishly and saw the red leader. He noticed him. "What are you looking at?!" snapped the red leader. The guard tried to escape but the red leader threw a long chain, lasso and pulled the guard down.

Gwen, Ben and Max watched as they start stealing the bags filled with money. Gwen began to activate her Omnitrix and the Tetramand icon appears.

"I must help them!" said Gwen as she slapped the Omnitrix core and she became an embodiment of green energy. She transformed into...

" **Four Arms!** " roared the female Tetramand as she leaped up high and, upon landing near the thugs, she slammed all four of arms against the ground, sending powerful tremor that knock them off their feet. The leader grabs his blaster and fired at Four Arms but she withstood the plasma shot with minor injury. He became surprised then starts shooting at Four Arms as he makes some distance.

* * *

# _Earth's Orbit_ #

Within the command bridge of the spaceship, the drone servant was supervising the monitor until the Omnitrix symbol appears on the radar.

" _My lord, we detected the activation of the Omnitrix!_ " exclaimed the Bioid servant.

"Send the drones!" order Vilgax, who's now sealed within the tank and covered by a protection wall

* * *

# _Earth's Surface_ #

The red leader start firing at Four Arms but she evaded charged toward him and swatted him aside. His partners backed him up by shooting at her blind spot but she hardly felt that and turn her attention toward them.

"You're messing with the wrong girl, mister!" grinned Four Arms as she knock out the two thugs with one backhand, grabbed them by their collars and remove their helmets with her lower arms. They're women! "Oh, it's _misses_. Hey, where's your boss—ARGH!" Four Arms got shot in the back by the leader, who removed HER helmet.

"Right here, sister!" grinned the leader named **Rojo** , a red hair thug who have been robbing banks using illegal weapons. Four Arms glared at Rojo and growl. Before Rojo attack Four Arms, two drones appear and start shooting at both of them.

"Ugh... Those drones again?!" moaned Four Arms for seeing the drones again. While the two girls ran away from the drones, Rojo aimed her gun at Four Arms but got hit by Ben, who threw a rock at her.

"You brat!" scowl Rojo as she changed her target and fired her gun.

"Move!" shouted Max.

They quickly evade it but the laser struck the gasoline, igniting it. When the explosion expanded greatly (in slow-motion), Ben held his hands up and, suddenly, his eyes and hands start emanating blue energy aura then it instantly created a large energy barrier, surrounded Max and himself. The explosion failed to harm them as the barrier was impenetrable but Max got knocked back by the force, struck against the barrier and fell unconscious.

"Grandpa!" exclaimed Ben as the energy aura faded and the shield dropped. Four Arms looked up and saw Grandpa Max unconscious.

"No!" gasped Four Arms. Now she's ticked off.

She grabbed the drones and slammed them together, flatten them like pancakes. Then she slapped Rojo aside as she ran to Ben & Max, pick them up then start jumping her way to the hospital.

Rojo stood up right and place her hand on her forehead as she shook off the dizziness. She pick up the broken drone and examine it.

"Just what are you freaks?" wonder Rojo.

Suddenly the drone stabbed its plug on her neck and transfers its data. Rojo screamed as her body got covered in red lightning surge. Rojo's skin turned darker red, her hands turn into metal claws, she grew two red orbs on her shoulders and her eyes turn into large red orbs. Then the police arrive and aimed their guns at Rojo.

"Halt! Put down your weapons and place your hands behind your head!" The police ordered her. She gave a vicious growl and her shoulders pop up & fire two powerful laser that destroyed their car. They fled in panic and Rojo grinned.

"What power! I could steal anything I want without problem!"

* * *

# _Vilgax's Ship_ #

" _The drones have...been destroyed._ " said the Bioid slowly.

"Sent out more!" hissed Vilgax.

" _We may not have to. I discovered one of the drones has...merged and it's on the move._ " answer the Bioid.

"Hmmm. Guess one head is better then two." said Vilgax.

* * *

# _Earth, Jewelry Store_ #

Rojo stormed through the store, laughing as the civilian ran away in fear. Security guards tried to stop her but the bullets cannot penetrate her powerful skin and she easily subdue them, thanks to her new super strength.

She used her turret to melt the glass and form a hole so she can steal the rings. But when she holds the rings in her hand, the strength of her hands crushed the rings into dust.

"NO! They're worthless now!" snapped Rojo. She turned her rage at the owner of the store and approached him. Suddenly she felt a sharp pain in her head and she drop on her knees as she clutch her head with her hands, cringing by the unbearable, and unexplained, pain. The owner took off during this. "ARGH! What... This pain..." grunt Rojo.

" _Human... Listen to my voice!_ " hissed a voice.

"W-Who said that!? Where are you?!" asked Rojo as she looked around in confusion.

" _My identity is not important but I want you to locate a powerful weapon called the Omnitrix and I will reward you_." reply the voice.

"What are you talking about? I work for no one but myself!" shout Rojo then a stronger pain pierced her brain and the whole world around went black. She opens her eyes and she was floating in a limbo and she saw the source of the voice: Vilgax himself, or rather, the telepathic image of Vilgax.

" _You will do as I say or I will take away your power and your life!_ " snapped Vilgax, causing Rojo to cower in fear.

"O-Okay! I'll do it... Where will I find this...Omnitrix?" asked Rojo.

" _No need to worry about that...because you are already programmed to find it!_ " answered Vilgax, surprising Rojo before everything went black again. She returned to reality and sighed in relieved. Rojo stood on her feet and gritted her teeth as she start searching for the Omnitrix.

* * *

# _Meanwhile at the nearby hospital_ #

"Is he alright?" asked Ben with worry.

"He's alright He just have a broken leg and will heal within a week. He may be old but he's very tough. Although, the X-Ray scans show that his spines has been hit by some kind of car bumper or something." said the doctor as he read his notes. Gwen knows she must've accidentally crushed Max's spines when she carried him as Four Arms. Before she answers...

"Actually, a tire flew up and hit him hard, after those thugs blew up the gas station." answer Ben.

"Well, that might be possible. Criminals these days are getting heavy firepower. Anyway, your grandfather will need some rest so please wait for a while until he wakes up." smiled the doctor before leaving.

" _I'm sorry for your grandfather._ " said the Omnitrix.

"It's okay..." sighed Gwen then she faced Ben. "Ben, what did you do back there?" asked Gwen.

"I-I don't know. My hands just started glowing and I created a barrier. Maybe..." Ben held up his hands and make fists. He closed his eyes and concentrates. His hands start glowing again then he started levitating Gwen up.

"WAAAH!" panicked Gwen.

"Whoa! I have super powers now!" exclaimed Ben with awe.

"Nice, now put me down and stop that glowing thing in your eyes!" whimpered Gwen as she waved her arms and legs around.

"Oh, sorry." Ben stopped his telekinesis and Gwen landed on her butt hard.

"Ow!" yelped Gwen then she starts rubbing her butt while glaring at Ben.

"Sorry." smiled Ben with a shrugs.

He start practicing his new powers by creating a shield then diamond shard and finally a saucer, while nobody is watching. Gwen was bored so she starts rotating her Omnitrix back and forth until she spotted two different alien forms she doesn't recognizes.

"Huh. New aliens." mutter Gwen.

" _Well, well, you unlocked two new DNA samples._ " said the AI, who sounds like she was smiling.

"You mean I have more then 10 alien forms?" asked Gwen with surprise.

" _Well, I can just say the Omnitrix has a lot more DNA samples but when I become active for the first time, I only have 10 DNA samples unlocked._ " explained the Omnitrix.

"Can you unlock the rest?" asked Gwen.

" _No. You have to unlock it manually. You unlocked the Hedgesapien and Plantosapien samples by rotating the ring dial in certain combination._ " answered the Omnitrix.

"Oh! Just like unlocking a safe. Cool." smiled Gwen.

Unbeknownst to the kids, someone was searching across the area then zero in to the hospital then the top level window and locked on the Omnitrix. Ben suddenly grew wide-eyed as his eyes glowed blue.

"Gwen, I sensed something coming in fast!" exclaimed Ben.

"What?!"

Suddenly the large laser bolt flew across the sky and struck the wall, shattering the windows into pieces then Rojo flew in and land in the hallway. She spotted Ben and Gwen.

" _Oh boy, time for me to go Silent Mode._ " said the Omnitrix.

"Give me the Omnitrix!" roared Rojo.

"Why does everyone wants my watch?!" argued Gwen.

"Transforming into more then 12 aliens really makes the Omnitrix a powerful weapon to the super-villians' eyes!" answered Ben as he thrust his hands and fire an energy bolt, blasting her back while Gwen, seeing no one is around, activate the Omnitrix and rotate the ring dial until she found one of two new aliens. The icon is a humanoid with spiky hair and pointed ears. She slammed the core down and become engulfed in green light.

Her arm becomes covered in light-brown fur then her body, her eyes turned oval-green eyes, wears the similar uniform as Diamondhead but not pant-legs' and grew long brown quills as her hair and several spines, and she has a hairpin. She wore the cat-shaped Omnitrix symbol under her breasts. She spun into a spin ball then strike a pose as her transformation is completed.

" **Needle Mouse!** " shouts the humanoid hedgehog. Ben heard her shout and shook in fear. He turned around and saw Gwen as an alien hedgehog.

"Gwen?" asked Ben.

"Yep! I'm using the new alien #1, a Hedgesapien named Needle Mouse!" smiled Needle Mouse.

"You scared me with that shout! Why you start shouting your name out?" ask Ben.

"Run now, talk later!" shout Needle Mouse as she swung her head down and fire a barrage of sharp quills at Rojo, who put up her guard. Ben and Needle Mouse dash through the emergency exit and ran down the stairs. As they are half-way down, Needle Mouse noticed that the attacker looks very familiar.

"Ben, that woman looks familiar. Have we seen her before?" asked Needle Mouse as they run down.

"Yes, it's that gangster girl. I recognized her clothes and that strange energy source I felted from her." answered Ben.

"Judging by her new look and weapons, she must've transformed by..."

"Those robot drones!" exclaimed both Ben and Needle Mouse in unison. They heard a blast from above and they look up. An explosion blew through the door and filled the ceiling with smoke.

"Time to go down with style!" Ben decides to use his new power to create an energy-like platform and flew down with ease.

Needle Mouse curls up into a ball and spin dash down the stair. They reach the bottom floor and head outside. Then Rojo followed by leaping down from the top and landed on the ground level, shattering the floor by her strength then used her turrets to blast out of the wall.

"Give me that Omnitrix!" snarled Rojo as she dash toward Needle Mouse at such velocity.

"No way, lady! And who told you my watch is called the Omnitrix?" asked Needle Mouse as she got tackled by Rojo and they crashed against the ambulance then Needle Mouse land a double kick on Rojo and she quickly used her claws to grinded on the pavement to slow down.

She activated her turrets and fired at the Hedgesapien but she jumped up, curls up into a spinning buzz saw, dash down and rammed her into the ground. She somersault back, land on her feet firmly and gave a grin. Rojo stood up and fire her turrets. Needle Mouse failed to dodge, got knock back and crashed against the wall.

"Ouchie! She packs a punch!" exclaimed Needle Mouse.

"Give me the Omnitrix!" growl Rojo as she fired her turret again but Ben leaps in, create a barrier around his hand, swung his hand and deflected the beam to the opposite direction. But he accidentally send the laser up the mountain and blast the mountain, causing an avalanche of rocks. Rojo grinned as she dash up in the air so she can watch them get killed.

"Oops!" cringed Ben.

"Way to go, doofus!" groaned Needle Mouse.

"I'll try to catch them all while you handle RoboGirl!" order Ben as he thrust his hands and covered the rocks in energy aura then tried to slow them down.

Needle Mouse looked up and used her spin jump to leap to the rooftops and attack Rojo but she caught her leg, knee her private part, causing her to yelped in pain then she threw her down at the incomplete bridge. She crashed and stumbles over until she stopped near the bridge.

"Ooow... Why there?" moaned Needle Mouse.

"Give up!" boomed Rojo as she dive down and thrust her foot down.

Needle Mouse cringed in shock then quickly handspring away as Rojo impacted the ground, shifting the pavement up. Needle Mouse overcome the pain then looked behind her and saw the city.

* _Gotta get her away from the hospital or Grandpa will get hurt.*_ thought Needle Mouse. "Hey, Red Head! You want me? Come and get it, loser!" taunted Needle Mouse as she turn around, bend over and slapped her butt-cheek.

"GRRR!" scowl Rojo as she activated her turrets and start firing at the Hedgesapien in rage. She quickly curl up and spin dash across the street, evading Rojo's attacks as well as leading her away.

"Got it!" smiled Ben as he finally stopped all the rocks. He levitated them up and threw them into the river. "Now let's see if Gwen needs any help." said Ben as he run down the street.

"HOLD STILL!" snapped Rojo as she start shooting in a frenzy and Needle Mouse just bounced around, evading the blasts.

"Missed me! Missed me! Now you gotta kiss me! No, wait! That sounds totally wrong!" said Needle Mouse awkwardly as her taunt is too weird.

"I HAD IT!" Rojo ignited her rocket boots and charged toward Needle Mouse.

* _Now's my chance!_ * Needle Mouse quickly bounced toward Rojo and, when within range, uncurl herself and land a powerful axe kick, knocking Rojo down. She landed safely then she start spin dashing around her, creating a powerful tornado, sending her spinning in circle and sent her crashing into the gasoline truck.

"Dibs!" shout Ben as he created an energy ball and threw it at the truck, creating an explosion that send Rojo flying to the other side of the city.

"Alright!" cheered Ben. Needle Mouse walked up to him and gave him a playful jab.

"Not bad, doofus. You managed to save the hospital and helped me to stop that robot woman, and your powers have just activated. Very impressive." smiled Needle Mouse.

"Thanks." smiled Ben then he move his body sideways and glanced at Needle Mouse's butt, making her raise her eyebrow in bewilderment.

"Your butt is too big." grinned Ben.

"GRRRRRRRR!" growled Needle Mouse with an exaggerated glare and gritted teeth.

* * *

At the other side of the city, everyone gather around the crater where Rojo formed from her crash. Rojo stood up from the crater with some injuries and barely can stand on her feet.

She began to growl angrily and scared everyone away with her claws. Then the pain struck her again, forcing her on her knees and blacked out. She's in the limbo again and Vilgax appear behind her.

" _Where is the Omnitrix?!_ " ask Vilgax.

"I didn't get it. And how nice, you didn't tell me I'll be facing super heroes! I'm done with this!" growl Rojo as she face him then crossed her arms and look away. Vilgax snarled then lunged forward and ate her. She start falling down into darkness as Vilgax's voice boomed.

" _YOU WILL FIND THE OMNITRIX! IF THEY WANT TO BE HEROES, THEN MAKE THEM COME TO YOU!_ "

* * *

Back at the hospital, Ben & Gwen explained what happen to Max after he woke up in a different room.

"When I was talking with the Omnitrix, that woman from before attacked us. She somehow merges with those drones and seems to know the Omnitrix's name. Ben & I manage to chase her away but who knows when she'll come back." explained Gwen.

"Guess that's why I was sent to a new room." chuckle Max.

" _It's quite impossible of how does the Earthling knew my name, so whoever sends those drones must've communicated her and told her their mission. Since she is a thief, they must've promised her a reward._ " added the Omnitrix.

"Maybe." said Ben.

"Well, let's stop worrying and gets some sleep." smiled Max.

As they went to sleep, Ben walks around for a while and look at the view. Then he overheard the radio from the lobby saying a mechanical woman is attacking the police training ground and he left.

" _Gwen? Gwen Tennyson? Wake up._ " whispered the Omnitrix.

"Mmm... five more minutes..." moan Gwen.

" _Gwen, wake up!_ "

"Oh, of course I'll show you the best hangout in Bellwood...Kevin..." Gwen began sleep talking.

" _HEY! MISS BIG BUTT!_ " yelled the Omnitrix and Gwen woke up with a start.

"WAH! WHAT HAPPEN!? WHO- Who just called me 'Miss Big Butt'?!" growl Gwen.

" _I did._ " answer the Omnitrix.

"Why did you wake me up?" asked Gwen.

" _Well, I was keeping an eye out in case Rojo come back..._ "

"Dunno why she's called Rojo but now in her new look, her name makes sense. And you don't have eyes." commented Gwen.

" _Hmph. Anyway, I overheard the radio saying a mechanical woman is attacking the Police Training ground and Ben is not here._ " answer the Omnitrix.

"What?! Where did he go?!" ask Gwen.

" _How should I know? I am a DNA Alterer Reviver clamped on your wrist. It's not like I can go anywhere!_ " huffed the Omnitrix. Max woke up by their conversation.

"Gwen, what's wrong?" he asked.

"Ben's gone somewhere but..." she turned on the TV and the news gave report of a mechanical woman attacking the police training ground. "I think he went solo against Rojo." she said with a frown. Gwen ran off as she spun the ring dial and slams the core down, releasing a flash of light.

* * *

# _Police Training Ground_ #

Rojo stormed the whole area, blasting every police cars in her way and leveled the buildings, hoping it will bring Gwen out. She charged her fist with energy then slammed it against the ground, sending explosive pulse wave that shattered the whole windows of the building. Then she got hit by a series of energy bolts from behind. She looks over her shoulder and saw Ben.

"Not what I'm looking for, but I'll enjoy squeezing the life out of you." smirked Rojo.

"Let's see if you can." Ben thrust his hands and fired a focused-energy beam. Rojo countered with her turrets.

Both beams collided and exploded but Rojo dash through the flames and swung her claws at Ben but he caught her with his energy field, lift her up then slams her across the street. Rojo stood on her knee and growled at Ben as his eyes glowed blue.

Before they resume their battle, Ben & Rojo heard a rumble and turn to see a giant tank approaching them. The tank stopped in its track and aims its cannon at Rojo. Ben quickly leaps away in the flash as the tank fired its cannon and blast her away.

She crashed on the pavement then recovered with no damage. She dash under the tank, lift it up and, after the pilots bail out, threw the tank at Ben. Before the tank squash Ben, a blue blur zoom in, grabbed Ben, evaded the crashing tank, then repeatedly jabbed Rojo and run around her, spinning her uncontrollably until she's become dazed.

Then the blur retreated to the alley at supersonic speed. The blur revealed itself as the velociraptor alien with the Omnitrix symbol on her chest. She carried Ben in her arms then put him down on his feet.

"Are you crazy, Ben?!" hissed **XLR8**.

"I thought I can beat her on my own. I was winning but these guys got in the way." said Ben.

"Well, now we take her on together... Hold the phone." sigh XLR8 as the Omnitrix symbol start beeping and she turn back into Gwen. Suddenly two lasers burned through the street and exploded into firewall.

"RUN!" yell Gwen. They start running through the training ground and hid in the warehouse. While Rojo search around the training ground, Gwen receive a phone call.

"Hello? Oh, hi Grandpa. Yeah, Ben is alright. Ben & I attacked that woman all-out but we can't beat her! She kept getting back up." explain Gwen.

" _Gwen, listen: If you can't beat her from the outside, beat her from inside._ " advise Max.

"Of course! Thanks Grandpa!" smiles Gwen as she hang up.

" _Your grandfather is very wise._ " said the Omnitrix.

"Got a plan?" asked Ben. Gwen nodded and starts rotating the ring dial until she found the image of a tall bulked figure. The core popped up and she slammed it down.

The Omnitrix release a powerful energy as it sank into her wrist. Her skin turn black then several green stripes travel up to her face as she shot her eyes closed then she shot open a single green ring-like eye in the middle of her face. She spun around and strikes a pose as she finished her transformations.

" ** _Upgrade!_** " shout the humanoid alien with electronic tone in her voice.

Rojo sensed the Omnitrix's energy and blast through the wall. She spotted Ben and grinned as she ready her turrets. "Where is the Omnitrix?!" Rojo demanded.

"I won't tell you!" smirk Ben as he swung his hands and threw two energy bolts.

Rojo quickly fire but failed as she got blasted and crashed against the shelves filled with dumb-bells. As she began to recover, Ben used his powers to bind her down & Upgrade pounced Rojo and merge with her.

"Get off me!" screamed Rojo. Suddenly she got electrocuted and scream in pain.

Then Upgrade found herself in the limbo. In front of her is Vilgax. He faced Upgrade, now that he can see the wielder of the Omnitrix.

" _Remember this, Earthling. Someday I will find you. And when I do, I will destroy you and retrieve the Omnitrix!_ " hissed Vilgax.

Back in reality, Rojo used her claws and grab the blob on her face. She ripped it off and tossed Upgrade against the wall.

" _Ugh! Ow..._ " moan Upgrade as she remained in 2D form.

"DIE!" growl Rojo as she fires her turrets.

Upgrade fire a powerful energy beam from her eye and counter the beams. Upgrade won the skirmish and smashed Rojo into the wall, leaving a deep dent. Now weaken, she merged with Rojo again and electrocuted her.

She released her and Rojo stood on her feet and ready herself to attack. Suddenly her skin return to its normal color and all the mechanical parts of the drones fell off from her body. Rojo look at herself.

"I'm...normal?" said Rojo in shock.

" _Half-normal is better said._ " corrected Upgrade.

"I-I didn't mean to do all of this. There was this voice in my head that force me to do this! You gotta help me!" plead Rojo as she shifted her eyes to her blaster rifle on the floor. She quickly kicks it up, grab it and aim it at her.

Suddenly she was covered in a blue energy bubble and got slam against the wall. Since she now has no super-durability, she got knocked out cold. Upgrade looked at her left and saw Ben.

"I don't like hurting girls but bad girls is a different story." smirked Ben. Upgrade chuckled and carried Rojo outside. When the police arrive, Upgrade placed Rojo on the policeman's arm.

" _She's all yours!_ " smiled Upgrade (if she has a visible mouth) as she walks away. Ben wave good-bye and join up with Upgrade. The police looked at Rojo then at Upgrade & Ben.

* * *

In the morning, Max, Ben & Gwen exit the hospital and Max, using the crutches to help him walk, took a deep inhale of the fresh aroma.

"Ahhh, it's great to get out of the hospital." smile Max.

" _What a day. First Ben got superpowers, then Rojo become a crazed cyborg killer and Gwen now has two new DNA samples. Yep, what. A. Day._ " sighed the Omnitrix.

"Yeah. You and I are exhausted." smiled Gwen.

"Gwen, what happen back there? When you were Upgrade, you got a little shaken up." ask Ben.

"I don't know. I was floating in space and there was this...giant octopus-like head. He said he want the Omnitrix. And he's going to kill me in order to obtain it." explain Gwen.

" _Not good._ " said the Omnitrix. Max remains stunned as the word 'octopus-like head' made him uneasy.

"Grandpa?" asked Ben.

"Grandpa, are you okay?" asked Gwen

"It's nothing. Let's go." smile Max. As they enter the Rustbucket, Max looked up at the sky as he have a feeling he know who is the villain that wants the Omnitrix so badly.


	8. Chapter 8

**Chapter 8: Ben 14 & Gwen 10**

 **Richard: In originality, I was gonna make Ben be the Spark but my brother conjure an idea of having an Omnitrix duplicate constructed by magic. I chose the name "Copytrix" for it's a duplicate (or an imitation as Omni puts it) and dubbed Ben as "Ben 14", since he has 14 aliens.**

 **In this _Gwen 10: Omniverse War_ , Ben's aliens are all samples from Omni, thus she lost some of them as a result. However, in _Gwen 10 the Series_ , Ben gain the Copytrix at the end of Season 3 and all his alien forms are dubbed "Souls", and they're fierce warriors from different plain of space and time, with the 14th being Daedric Oozaru's physical form dubbed "Mystic Warrior".**

 **Enjoy the relic. I really dunno why few prefer this best. It's all rushed and not accurately written.**

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- A cat-like alien humanoid.

#2- A four-armed, four-eyed, red-skinned alien.

 ** _Fighting all evil from Earth or space!_**

#3, A small amphibious, bug-eyed grey alien.

#4- A velociraptor with orbs on her feet and wore protective helmet.

 ** _She'll never stop until she makes them pay!_**

#5- A living entity made of powerful durable crystal.

#6- A living, stretchable metal being with aqua digital stripes and has one eye.

#7- An aquatic shark-alligator-fish hybrid humanoid alien.

 ** _'Cause she is the baddest girl who save the day!_**

#8- A ghost-like alien with one purple eye.

#9- A humanoid firefly with two large wings.

#10- A living fire-like alien.

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

In the museum of ancient relics, Ben, Gwen & Max were on the tour, along with everyone else. The tour guide shows the people around the area and also introduces them the Archamada Book of Spell. According to the legend, if the user knows how to read the Book of Spell, they can obtain unlimited power.

"Boring." yawned Ben.

"No duh. The Omnitrix is cooler than the book. But I like to have a closer look." smiled Gwen. Suddenly everyone got levitated to the air and pinned against the ceiling.

"BEN! STOP JOKING AROUND!" growled Gwen.

"Does this look like I'm doing it?!" asked Ben annoyed.

"Kids, look down." said Max. Gwen & Ben, as well as everyone else, look down and saw a mysterious man in cloak, whose face was painted like skull and has 7 stones on his neck, floated his way to the Book of Spell.

"The Archamada Book of Spell. Finally, the powers shall be mine." said the mysterious man in a grim voice. He lifts up the book via telekinesis, open the book and start chanting in Latin. The book began to emanate a powerful yellow energy and bathed the mysterious man.

"What is he doing?" wonder Max.

"That energy! I can feel it... They are almost as equal as mine!" muttered Ben. Gwen activates her Omnitrix, spun the ring dial and slammed the core. She became an embodiment of green energy then morphed into a velociraptor alien.

" **XLR8!** " she shouted.

Her sudden change of mass broke her free from the levitation and quickly dash down to the floor. Ben used his powers and threw an energy bolt at the mysterious figure. It struck him, interrupting his concentration.

Everyone start falling to their doom but XLR8, wanting to keep Ben's powers a secret, quickly used her super speed to untied the ropes attached on the curtain then dragged out so everyone can land safely.

"Gw— XLR8, stop that creeper!" shouted Ben.

"Right!" XLR8 dash toward the mysterious man and tackled him, sending him crashing against the wall. "Can't you read the sign? No touching!" grinned XLR8.

"You _dare_ to stop **Hexlord**?" asked Hexlord as he stood up and wield his staff that has a head of some bird with a golden ring in its beak.

"Bring it!" smirked XLR8. One of the stones on Hexlord's robe began to glow then the specter began to glow as well. Suddenly multiple objects around him began to levitate in a strange yellow aura. * _He has the same power as Ben?!_ * exclaimed XLR8 in her thought. Hexlord commanded the objects to attack then XLR8 quickly zigzag the throwing objects but one of the pillars struck her down.

"OW! Okay, then let's go faster!" growled XLR8 as she start accelerating her legs at maximum speed. " **Smash Twister!** " shouted XLR8 as she instantly disappear and Hexlord suddenly got surrounded by a twister then the twister lifted up and slammed him against the ground.

XLR8 halted her speed and stood in front of him. Hexlord stood up like it was nothing and another stone began to glow. He thrust his specter and discharged a powerful burst of energy-based fireball. It struck her before she reacts and crashed through the wall. Suddenly a blur zoomed out and jabbed Hexlord's face, knocking him back.

"In your face!" joked XLR8.

"Argh! You despicable speed creature!" snarled Hexlord.

Another stone began to glow and he starts chanting a spell in Latin. He fires a powerful blue energy beam from his specter. It struck her Omnitrix symbol and XLR8 crash against the wall again. After getting everyone out, Ben quickly run to XLR8's side.

"XLR8, are you okay?!" ask Ben.

"I'm fine... Huh?!" XLR8's Omnitrix symbol start flashing blue & she start shouting.

" _WARNING: UNKNOWN ENERGY SOURCE DETECTED! THE OMNITRIX'S FUNCTIONS WILL BE CORRUPTED! EJECTING ENERGY NOW!_ " The Omnitrix discharged a teal energy beam and struck Ben hard.

Ben yelped as he fell backward. When he recovered, he felt something in his left arm. He looks at his arm and saw a duplicate Omnitrix clamped on his wrist but the core is teal instead of green and has the original color scheme. The core popped up and shows the silhouette of Heatblast.

"An Omnitrix?!" exclaimed XLR8

"XLR8, I got an idea!" grinned Ben.

"Ben, why do you—"

"IT'S HERO TIME!" shouted Ben as he slams the core down. The "Omnitrix" release a burst of teal light.

Ben's arm become covered in dark-red magma rocks and traveled up to his eyes. He clutch his eyes shut then shot them open. A sharp crack was heard as a fiery yellow line filled the screen then the camera panned back. Ben's body was covered in dark-red magma rocks covered in flames. He wore the "Omnitrix" symbol on his chest and struck a pose.

" **Heatblast!** " shout the male Heat Blast.

"'Heatblast'?!" exclaimed XLR8.

" _No. Way._ " gasped the Omnitrix.

"XLR8! Run around that guy and create a tornado! Once I give the signal, you get out of there!" order male Heatblast.

"Okay..." agree XLR8. She starts accelerating her feet to its highest once again then run at ultra-fast speed and creates a blue tornado around Hexlord.

"NOW!" shout male Heatblast.

XLR8 quickly jump away as Heatblast thrust his hands and discharged a heat beam. The heat beam ignites the blue tornado into a huge firewall then exploded. Hexlord fell unconscious by the blast and lost one of the stones from his collar. XLR8 pick it up and male Heatblast & Max meet up with her.

"Great work, you two." smiled Max.

"No problem." smirked male Heatblast.

"Copycat!" scoffed XLR8.

* * *

After everyone congratulated XLR8 & male Heatblast for saving the museum, they left in the Rustbucket and the duo reverted into Ben & Gwen. Gwen starts arguing with Ben.

"Whatever that guy did to the Omnitrix cause her to create a duplicate Omnitrix BUT you have no right to call that fire guy 'Heatblast'!" growl Gwen after putting away the stone in the trophy box that has Dr. Animo's Transmodulator, the picture of Krakken and the pieces of the drones that was on Rojo.

"Why? He's the same alien as your Heatblast!" argue Ben.

" _They're called Pyronite._ " said the Omnitrix.

"But we can't have two Pyronite named 'Heatblast'!"

"So I'll change his name. What shall I name him?" said Ben as he stops arguing.

" **Charcoal Man**?" giggled Gwen.

" _HA HA HA!_ " laughed the Omnitrix.

"That's...awful! How about **Novablast**?" asked Ben.

"Fair enough. Check your **Copytrix** to see what other aliens you have." said Gwen.

"Nice name... Copytrix. Let's see..." Ben rotates the ring dial. He saw many identical alien forms. "I have some of your aliens so let's pick some names. **Four Arms**?"

" **Mr. Arms**?" giggled Gwen.

"Very funny! **Tetra Arms** sounds better. Tetra means 'four', right?" he shrugged. " **Grey Matter**?"

" ** _Midget_** _?_ " snickered the Omnitrix.

"ARGH! Stop it, dweeb duo! I think 'Grey Matter' is the only thing that describes him." sighed Ben. " **XLR8**?"

" ** _Speedyquick!_** " teased the Omnitrix.

"Ugh!" groaned Ben as he face palmed.

" **Turbo**?" suggested Gwen.

"Hmm-hmm, that has a good ring to it." nodded Ben. " **Upgrade** & **Diamondhead**?"

" **Mecha Merge** & **Diamondshard**?" asked Gwen and the Omnitrix.

"Now you're serious! Well, that's done! The remaining aliens are different from yours, Gwen. I'll think their names later." smile Ben.

" _It is possible that some of the locked DNA samples must've got transferred to that Copytrix, which means that DNA samples are no longer in my lists._ " add the Omnitrix. Then Gwen's stomach start growling and her cheek turn pink.

"Who's hungry?" grinned Ben.

* * *

When the doctors were about to take Hexlord, he woke up and dash out of the ambulance. He return to the museum and successfully stole the Archamada Book of Spell and start his ritual again. But nothing happen and he discovered something...

"One of the charms is missing! Of course. The battle with those creatures." frowned the sorcerer.

* * *

# _Um...It's a restaurant_ #

Max, Ben & Gwen are enjoying their dinners...

"I'm done." smiled Max as he finished his soup.

"Man, these foods are delicious!" sighed Gwen.

"Hey, Gwen. You gotta try this tofu sandwich!" said Ben with his mouth full.

" _Where's your manner?_ " asked the Omnitrix. Gwen's face turns pale at the sight of tofu.

"N-No thanks... I don't like tofu. I hate them." stuttered Gwen.

"Since when? When we were 6, you ate several tofu chips at the dinner party before it got canceled because of the gas leak." wonder Ben.

"The reason the party was canceled was because Gwen had a farting problem." answered Grandpa Max.

"GRANDPA!" panicked Gwen as her face turn red in embarrassment.

"Wait a sec. You're telling me that the gas leak was actually Gwen's farts? How strong is your farts, dweeb?" asked Ben with an amusing grin and his eyebrow up.

"Shut up! I hate tofu!" growled Gwen nervously.

"Oh, I get it. Tofu gives you gas, right?"

"Yes! But it was very worse. They really upset my stomach!"

"No wonder you got a big butt! Ha ha ha!" laughed Ben in tears.

"I DON'T HAVE A BIG BUTT!" snapped Gwen as she starts strangling Ben.

"WAAH!" panicked Ben.

"Don't blame her, Ben. It was inherited from Verdona." said Max. The name 'Verdona' cause Gwen to stop strangling her cousin and they both exchanged sad expression. "Oh, sorry." said Max.

"It's okay... I really missed her..." sigh Gwen.

"Sorry, Gwen." Ben apologized.

They resumed eating and decided to forget what they talk about. After dinners, they enjoy their walk around the town until three gangsters stole the purse from an old lady. Ben doesn't want to reveal everyone about his super-power so he decided to hide and use his Copytrix. Gwen got the same ideas. They hid behind the ally and rotate the ring dials, selecting their aliens.

"It's Hero Time!" they both shouted as they slammed the cores.

Ben's arm's blood vessel starts pumping wildly and traveled up to his eyes. He clutched his eyes close then shot them open. His body becomes covered in yellow fur with black mane on his head, forearms and forelegs. His face turn grey and simian-like, grew lightning-like crest on his forehead & have white sharp teeth. He had white lightning bolt-like stripes that separate the black and yellow furs and wore the Copytrix symbol on his chest. He roared and slammed his fists together, release a burst of electricity.

Gwen lifted her arm up as it was covered in crystal-like organic skin. Her face become covered in crystal, have wide mouth, and a hairpin. Her legs got encased in crystal as well then wore a uniform with two shades of blue with black pattern around the Omnitrix symbol and wore black shoes. She spun around and stood firmly.

" **Shocksquatch!** " roared the humanoid simian in Canadian accent with crackling sounds.

" **Diamondhead!** " yelled the female Petrosapien. "That's your new alien form?" asked Diamondhead.

"Yeah. Cool, isn't it?" grinned Shocksquatch.

The duo stepped out of the ally and confronts the gangster. At first, they think they're costumed teens but when Shocksquatch zap the first thug, knocking him out cold and Diamondhead morphed her hand into a blade and sliced the second thug's hair off, leaving him half-bald, they panicked and tried to run away but Diamondhead trapped them in the field of diamond. The policewoman arrested them when she arrive and was told by the old lady that the duos are the ones who capture them.

* * *

# _In the next day_ #

Gwen was sleeping in her bed, muttering about something.

"No... I hate tofu... Don't make me eat them!" whined Gwen in her sleep as she tossed and turn in her bed. She started to sweat and breathe heavily then her sleep talking switched from tofu to something else. She started whimpering and more sweats appear on her face. "No... Get away... You can't have the Omnitrix... No! Grandpa... Ben! Don't die... NO! Kevin, not you too! NOOO!" screamed Gwen as she shot up from her bed in fear. She starts panting heavily as she look around. She gave a sigh of relief as she placed her hand on her forehead.

" _Are you okay?_ " asked the Omnitrix.

"I...I'm fine..." panted Gwen.

" _You had some nightmare. First, you're whining about getting all gassy again then you start screaming about people dying. That battle with Rojo really has taken its toll, you know. Maybe you should take a nice, hot shower._ " suggested the Omnitrix.

"Good idea." nodded Gwen. She pulled her blanket out and she saw she's only wearing her shirt and her sky-blue panties. "Why am I half-dressed? Ah, the heat. That was it." smiled Gwen as she leaped down from her bed, grab some clean clothes, a toothbrush and a towel then enter the bathroom.

She turned the knob and turn on the shower. Hot water poured in the bathtub and began to fill as Gwen take her shirt off and pull her panties down. She dipped into the hot tub after turning the knob off and gave a deep sigh of pleasure as the soft warmth smoothed through her soft skin.

"Ahhhh... That hit the spot." sighed Gwen.

" _You say it. I may be a machine but man, I can feel the warmth. Ahhh!_ " sighed the Omnitrix. After she finished her shower, she wrapped the towel around herself and her hair then began to brush her teeth until she heard a thumping sound from the roof.

"What was tha—"

*THUMP*

"That sound?" asked Gwen after another thump was heard.

" _Ben, maybe? He got up early before you._ " answered the Omnitrix.

"What he's up to now?" sighed Gwen as she removed her towel. She grabs her white panties with pink ribbon, place her feet through it then pull it up. She wore the bra over her flat chest and click it together. Next, she wore her white pant and buttoned it up after zipping up the zipper, then she wore her favorite shirt. It's the same shirt but she had something special; she added the #10 on her cat icon.

She removed the towel from her hair, swung her head beautifully as her wet hair moved about over her face then combs them to her original hairstyle and place her hairpin to hold her bang. She gazed at herself in the mirror as she finished dressing up.

She grab a deodorant, shove it under her shirt and rubbed it on both of her armpits then spray some basic perfume. Before leaving, she stopped to examine her butt. She passed her right hand smoothly on her butt as she gave a sigh of pleasure. She liked her big butt but she really hated it when Ben makes fun of her butt. Speaking of Ben, she walked out the bathroom and exited the Rust Bucket to find Ben until...

"Ow!" moaned Gwen as a basketball bonked her head. She look ahead and saw Ben grab the basketball with his powers then toss it into the basket. "What are you doing, Ben?" asked Gwen.

"Testing my powers and checking out my new alien forms. And get these names. Ahem! **Spitter, Big Chill, Spidermonkey, Cannonbolt, Brainstorm, Jetray & Articguana**."

"Who are they?" Gwen asks in big confusion.

" **Spitter** is a green lizard-like puffer fish with a huge mouth that spits powerful goo. **Big Chill** is a humanoid moth that can breathe ice and become intangible. **Spidermonkey** is a blue monkey with eight eyes, two extra arms and have spider-like ability. **Cannonbolt** is a big alien who can curl up into an armored spin ball. **Brainstorm** is a crab-like alien that shoots lightning from his huge brain and super-smart like Grey Matter. **Jetray** is a red manta-ray alien who can fly at high-speed and fire lasers from the eyes & the tail. **Articguana** is a blue iguana who can breathe powerful ice blast. Adding with my other aliens, I have 14 super-cool alien dudes! Is that cool or what!?" exclaim Ben.

"Cool. But I go with 'or what'." snicker Gwen. Ben said nothing or feels offended as he just gave a big smile.

" _Judging from his description, he has the DNA samples of **Spheroid, Necrofiggian, Arachnichimp,** the near extinct **Arburian Pelarota, Cerebrocrustacean, Aerophibian** and **Polar Manzardill**. Not to mention the **Gimilinopitheous**._" said the Omnitrix.

"Man, those species names are soooo mouthful. The only names I managed to pronounce are Tetramand and Pyronite." said Ben, still smiling.

"So I'm two alien shorter than you, right?" asked Gwen. Ben replied with a nod. "I hate you." groan Gwen as she gave him an irritated look and lifted her shoulders a bit as the gesture of her tone.

" _Hello, Copytrix. Nice to meet you?_ " asked the Omnitrix.

"..." the Copytrix's AI doesn't response.

" _Does it have an AI_?"

"I tried talking to it but it doesn't seem to have a personality program like you. Maybe it's because it was _born_ from that energy blast, not created like you from your creator." answer Ben as he rubbed his chin.

" _Awww._ " whined the Omnitrix.

Suddenly they heard a crash and they look quickly at the construction site a few blocks from the Rust Bucket. The workers were working on the 6th floor and got near hit by the loose steel bar but the cable box (or whatever) lost two wires, and barely dropped down but stopped by the remaining wires. The workers are hanging from the edge and began to cry for help.

"We must rescue them!" exclaimed Gwen.

"Wanna race?" grinned Ben as he selects a form that have four arms and small, and have a tail. Gwen gave a "are you stupid" look on her face.

"I take that as a 'yes'!" Ben slammed the core and releases a burst of teal light.

His hand become covered in blue fur and gain three fingers than his whole body got covered in blue fur. He grew an extra pair of three-fingered arms and grew two extra pair of eyes above his main pair. He had blue spiked fur-like hair on his head and grew a long tail. He wore the Copytrix symbol on his chest.

" **Spidermonkey!** Ooh-ahh!" screeched the Arachnichimp. He ran toward the elevator, used his super-leaping ability to jump and start wall crawling his way up.

"Oooh _Ben!_ " growl Gwen as she activate the Omnitrix and slammed the core down.

Her arm's blood vessel starts overflowing and travels up to her eyes. She clutched her eyes close than shot them open. Her body starts growing pink fur with bluish stripes, her hair grew longer and turn rose like color, her hand grew claws and she grew two tiger ears and a tail. She wore the Omnitrix symbol on the black brace on her right shoulder and she slammed her hand against the ground.

"RAAGH!" roar **Wildcat**. Max exited the Rust Bucket with a plate of scrambled eggs, bacon and pancakes.

"Good morning, Wildcat. Where's Ben?" ask Max, after seeing Gwen transformed already.

"Grarr..." Wildcat growl as she ran to the construction site and start climbing the incomplete building.

"Oh, I see." said Max as he saw Spidermonkey.

The two aliens succeed of rescuing the workers, as well as preventing any more damages which Spidermonkey stopped the falling cable box with a spray of webbing he fired from his tail, and return back to the Rust Bucket. The symbols start beeping and they revert back to normal.

"AWESOME!" cheered Ben.

"Show-off..." grumbled Gwen.

" _He may act like an oaf but he still need to master his forms._ " add the Omnitrix and Gwen understood of what she meant. They went back in the Rust Bucket and enjoyed their breakfast. Gwen starts rotating the Omnitrix symbol like she was cracking a safe.

"Let's see... Pyronite, Pyronite, Petrosapien and Wildcat!" she chanted.

" _Bzzt! Wrong answer. Keep trying._ " she said with a soft giggling.

"I bet it gets more difficult once I unlocked more DNA samples, huh?" asked Gwen.

" _Pretty much. Ben can do the same with the Copytrix but I doubt he can do it without being bored._ " scoffed the Omnitrix.

"Well, let's see." Ben held up his Copytrix and start rotating the ring dial back and forth. "Novablast, Turbo, Spidermonkey, Shocksquatch!" he chanted. Suddenly the ring dial spun very fast then clicked back into its place.

"What happen?" asked Ben.

" _Well, I hope he can just ta—_ "

" _You just unlocked the Power Bridge. Any powers from the user's default form will now be used in the DNA form. Thank you._ " the Copytrix answered in a robotic tone then went silent.

"Power Bridge... Oh, I get it! That means I can use my superpowers while I'm alien. Cool!" cheered Ben.

"NO FAIR!" whined both Gwen and the Omnitrix.

"Wanna make yourself useful, Gwen?" asked Max. "Why don't you analyze that rock you found after the battle against Hex."

"Okay..." Gwen brought out the trophy box and picked up the stone. She pulled out her laptop and start doing her magic.

She typed the keyboard like a pro and she instantly logged in, typed the description of the charm on the search bar, clicked search and found the result. The images of the stones that were on Hex's collar appear, along with the names and bio.

"Here it is. **Charm of Bezel** , 7 powerful relics that contained rare energy source that grants whoever wield it superhuman powers and even perform magic techniques." Gwen read the articles.

"Hey, those are the ones that were hanging on that Hex guy's collar." said Ben.

"This means he is no mutant, he was just getting powers from these Charms. The first Charm is the **Charm of Telekinesis** , which gives the user telekinetic powers and flight capability. Second is the **Charm of Fire**..."

"Let me guess, pyrokinetic powers?" asked Ben.

"Yes, doofus. The **Charm of Life** grants the user the ability to manipulate natures. The **Charm of Keystone** granted enhanced powers, perform magic-based attack and possibly open any locked doors of any kinds." add Gwen.

"Cool." smiled Ben.

"The **Charm of Luck** gives the user the power of luck."

"Meaning?"

"It means, Ben, whatever a person does will work on their advantages. In Layamon's term, if you tripped on a rock and knocked against the hotdog cart, the cart will knocked against the table, tossing a flower pot up and landed against the plank, which tosses a large pile of bricks up and crashed against the wet cement, splashing them on the thugs then it dried up and they are trapped." explained Max.

"Whoooa... With that Charm, everything you jinx up turns out okay!" said Ben in awe.

"Except it didn't help him win the battle." chuckled Gwen then resume reading. "Now the last one is this. It is unknown as the tablet contain its name was erased but this Charm has the ability to discharged powerful energy beam that can... well, disintegrated molecular cells and other different effects, depending how good or evil is the user's heart." explained Gwen.

" _However, it did something different when the beam struck me. Instead of destroying us like he wanted. The energy got mixed with my Codon energy source and instead mimic the blueprint of my body then construct into the Copytrix and clamped on the first person it struck, namely Ben._ " said the Omnitrix.

"Codon energy? That's the power source of the Omnitrix?" asked Max.

" _Yes. But Ben's Copytrix are powered by some unknown energy source. Luckily it's still connected to the Codon Stream, where all the DNA samples originated and makes the Transformation possible._ "

"So, what happen if the Codon Stream gets offline?" asked Ben.

" _You two cannot transform into any DNA Forms._ "

"Wait, where is the Codon Stream?" asked Gwen.

" _I can't tell you that but the connection is so powerful that you can still transform even when you're inside a black hole._ " she answered.

"Gwen, tell us about the connection between the Charms and the Book of Spell." suggested Max.

"It said here that 'Once the wielder possessed all 6 Charm of Bezel and read the Archamada Book of Spell, they will activate the full powers of the Charm and become unstoppable'!" Gwen finished reading. "That's what Hexlord was trying to do back there!"

"Well, he can't perform it now because he needs _all_ of the Charms." grinned Ben as he held up the Unknown Charm.

* * *

Somewhere in the street, Hexlord was walking through the sidewalk then noticed everyone are watching the TV and heard the news reporter talking.

" _We now receive yet another alien sighting. Last night, two aliens appear at the museum; a velociraptor and a living firewall then a few hours later it was a living crystal organism and Bigfoot-like creature that stopped 3 petty thugs then, earlier this morning, a cat-like creature and a four-armed monkey-like alien saved the workers from the accident at the construction area for a new hotel. We don't know where do they come from or why they are here..._ " as the woman continues talking, Hex observed the images of the aliens. He instantly recognized XLR8 and Novablast then observed the other aliens. They have the same symbols.

"So... They want to play hero?" grinned Hexlord.

* * *

At the afternoon, Ben was busying sleeping in his bed with the Sumo Slammer comic book on his face. Gwen rotated the ring dial again and again but no luck of unlocking more DNA samples so she can top Ben.

She groans in defeat as she lay against her couch. Gwen noticed her laptop then pulls it closer to her as she start typing it. She enters the Art program and start creating something. After 2 hours, she is finished. It was an image of her, the Omnitrix and 12 of her aliens in the background. However, since she didn't uses the 12th alien, she made her a silhouette then typed the name on the top part of the image: **Gwen 10**.

"Cool." smirked Gwen. She looked at Ben and began to think, * _If I'm Gwen 10, then Ben is **Ben 14**. Reasonable enough._* shrugged Gwen.

"Hey, nice art kiddo." smiled Grandpa Max as he walk by and stop to see Gwen's drawing.

"Thanks." smiled Gwen. Ben then woke up and gave a loud yawn as he stretched himself.

"Whoo... What a nap. So when does freakazoid is gonna come around for his precious amulet?" asked Ben as he rubbed his eye. Then the radio report about people being trapped in a 'haunted' house that came alive.

"You had to say it." frowned Gwen.

"Get ready, kids." said Max as he head for the driver seat and start the engine.

* * *

# _"Haunted" House_ #

The Rust Bucket arrived at the said mansion and parked it near the entrance. They barged through the door and they all began to surprise of what's going on inside; multiple objects are floating around wildly, the pillars are tilting back and forth, the curtains flapped viciously and the stairs start vibrating, not letting anyone to stand on them.

There are civilians on two sections; 7 of them are on the platform that was tilting wildly, threatening to throw them down to their death, and 5 are hanging helplessly on the chandelier, which it was also 'alive'.

"Well, well..." a grim voice was heard and the trio looked around in shock. "Who would've thought the creatures turns out to be children." scoffed the voice. They looked up and saw Hexlord sitting on the pillar, with an amusing grin. "How pathetic!" he said.

"Hexlord!" frowned Ben.

"Give me the Charm of Bezel, children!" order Hex as he began to levitated himself and float toward them.

"Ben, I'll handle Hexlord while you and Grandpa Max save these people." whispered Gwen.

"Gwen, are—" before he can stop her, she ran ahead, stop and reach for her back pocket for the Unnamed Charm. She held it up so the evil warlock can see.

"You want it?" She then turn around, bend over and start slapping her butt-cheek. "Then come and get it, Skull Face!" taunted Gwen.

Hexlord's eye twitched in rage then activates the Charm of Fire to fire a powerful fireball at Gwen as his response to her taunt. She quickly dodge roll to her right and the fireball struck the floor. She ran down to the hallway and Hexlord took off after her.

"Why she starts acting like a live bait." complained Ben.

"Ben, created a platform below me and give me a boost." said Grandpa Max. Ben nodded and created an energy barrier that completely hide him from people's sight then generated a large platform beneath Grandpa Max then raise it up to the ceiling near the chandelier.

"Everyone, let go of the chandelier." said Max.

"Was that platform was created by one of those alien heroes?" asked the girl.

"Yes." nodded Max with a smile.

They all obliged and let go of the chandelier. They land safely on the platform then Ben lower it down and Max led them to the exit. Suddenly the platform snapped apart and began to drag the victims toward the wall but Ben quickly slammed the Copytrix core down, causing his barrier to shatter by a burst of teal energy as he began to transform.

His arm's blood vessel become overflowed and traveled up to his eyes. He clutched his eyes close than shot them open. He grew 7 feet tall, grew an extra pair of four-fingered arms and an extra pair of eyes under his main pair. He have black stripe on his head and chin, wore black fingerless gloves and have a black-white uniform. He wore the Copytrix symbol on his chest. He spun around, faced the fourth wall then struck a finishing pose with a battle cry.

" **Tetra Arms!** " shouted the male Four Arms. He grabbed the pillar but it start pushing him back, thanks to the Charm of Telekinesis. He quickly sank his feet into the wooden floor, halting the speed then, thanks to the Power Bridge, he used his energy-construct powers to created a bridge for the people to slide down then escape with the aid of Grandpa Max.

Meanwhile, Gwen continue running through the catacomb but multiple energy blasts shattered the tunnel and she barely dodge it.

" _Man, he's really desperated for that charm!_ " commented the Omnitrix.

"Hmm." nodded Gwen. She stops running to catch her breath. She heard Hexlord from the other side of the wall so she must remain quiet.

Hexlord has lost sight of her so he trek around cautiously and carefully. Gwen took a step back and accidentally stepped on the skeleton, making a large cracking sound. Hexlord heard it and gave an evil grin as the Charm of Fire activated.

" _GET DOWN!_ " warned the Omnitrix.

Gwen leapt over and land flat on the puddle of water then she ducked her head as a massive fireball bored through the wall, flew over her and collided against the far side of the room, destroying it and revealed an exit to outside.

" _Run!_ " shouted the Omnitrix.

"Running!" replied Gwen as she quickly stood up and ran ahead. She manages to run out of the catacomb and into the dead forest.

She knew she can't keep running so she place her hand on her Omnitrix and press the button to activate it but multiple powerful vines burst out of the ground so suddenly and entangled Gwen from ankles to shoulders then yanked her down and reeled her up to the tree. Hex arrived with the Charm of Life glowing.

"You are a very arrogant, selfish child." said Hexlord with a grim glare. "Now give me back what is rightfully mine." demanded Hex.

* **spits*** Gwen spat at Hexlord and he wiped it off his eye then gave an evil grin.

"Bold girl." He commanded the vines to squeezes Gwen's body.

"AAAARGH!" screamed Gwen. Now that she's barely conscious, the vine managed to pull the Unnamed Charm from her hand then gave it to Hex.

"Thank you. But I can't let you interfere my plans again so I'll leave you there 'till you breathe your last breath." grinned Hexlord as the vines start crushing her again.

"GYYYAAAAAAAGHH!" screamed Gwen again, this time louder than the vines wrapped around her head, muffling her scream and everything went black.

* * *

After saving everyone in the mansion, Tetra Arms and Grandpa Max head down the catacomb to find Gwen. The catacombs were badly damaged but thanks to the giant holes that lead outside, they manage to arrive at the forest...

"Gwen!" Max called out to his granddaughter. "Gwen, where are you?!"

"Gwen! Come out wherever you are!" Tetra Arms called out as well. Then he saw a cocoon made of vines. He then tapped his Copytrix. "Hey, Copytrix? Can you sense the Omnitrix?"

"..."

"Hello?" asked Tetra Arms.

"... _Energy signature confirmed. Omnitrix is located within 2 kilometer due east._ " answered the Copytrix.

"East? Then that cocoon is... Ben, bring that down and save Gwen!" order Max. Tetra Arms nodded and pulled the cocoon down.

Before he starts to rip them apart, the cocoon start emanating green lights then the cocoon exploded into pieces. Emerging from the cocoon was a green-skinned humanoid woman with dress made of leaves, vines warp around her arms & on her head was a rose bud. On her belly was the Omnitrix symbol.

"RAGH!" screamed the alien then she search around in anger.

"Whoa! Who is that?!" asked Tetra Arms.

" _Meet the **Plantosapien**._" said the Omnitrix with a pleased tone.

"Gwen, where is Hexlord?" asked Max.

"He got the charm! He's starting the ritual at this second!" answered the Plantosapien.

"Then we must hurry!" said Max.

As they arrive at the graveyard, they found Hexlord on top of the building with the Book of Spell.

"Hold it right there, Hex!" growled the Plantosapien. Hexlord turned around and saw the trio.

"You're alive? No matter. You will not ruin my plans again, morphing creature!" scoffed Hexlord as he released a cloud of red mist from his specter.

It entered through the nostril of 3 different statues then their eyes began to glow red and gain life. The gargoyle-like creatures come in 3 types; a small winged type, an agile medium-type and a large brute. **(Kida's Note: Gargoyle, Chimera and Minotaur, if you please.)**

"Whoa." said the Plantosapien.

"The Charm of Life can do that too?" asked Tetra Arms.

"Kids, pick your opponent and take them out!" order Max.

They nodded and engaged the creatures while Hexlord began his ritual and chanted the words in Latin. He once again got bathed in that strange yellow energy but this time, the effect is expanding as the sky turned blood-red and a vortex was formed. Every objects and vehicles are being pulled by the force of vortex.

Max was able to evade the flying gargoyle then he spotted a pole with concrete attached on the end. He summoned all of his strength and was able to lifted it up & held it over his shoulder like a bat.

"SKREEH!" shrieked the little gargoyle as he dart toward him.

"Going...going..." Max swung the pole at his hardest and smashed the critter into millions of pieces. "Gone!" smiled Max as he let go the pole in exhaustion.

The chimera attacked the Plantosapien with its agile speed. However, even its very fast, its stone body hinder its velocity, along the Plantosapien to easily evade its attack. The chimera evaded the Plantosapien's punches then lunged at her but she easily dodged its claws and gave a confident grin.

"Ha! You may be fast but you can't beat **Blossom Rose**!" laughed Blossom Rose as she slammed her fist against the ground. Suddenly two giant vines burst out of the ground and wrapped around the gargoyle's body then crushed it into half. "Yes!" cheered Blossom Rose as she fist-pumped.

The Minotaur charged toward the Tetramand and Tetra Arms responded to its charge. They collided and engaged the grapples. Tetra Arms, however, is stronger then the brute and rammed him against the wall.

Tetra Arms used all four of his arms to grab the Minotaur and head-butted it very hard. The brute crashed against the grave with its face cracked greatly then it recovered, let out a roar and slammed his tail against Tetra Arms. He crashed against the statue and it got destroyed by the impact. The stone sword fell off and impaled on the ground.

"Ow... Hmm?" Tetra Arms saw the sword so he stood up and pull it out of the ground. He turns to face the Minotaur and smirks. "Come and get me, ugly!" grinned Tetra Arms as he gave a "bring-it-on" hand gesture.

When the Minotaur charged toward Tetra Arms as response to his taunt, he rammed the stone sword through its stomach then wrapped his four arms around his head. The combined strength of his arms crushed the giant's head.

Once they're disposed, the team turned their eyes on Hexlord. He's almost completing his enchantment so Max throw the rock on his back, interrupting him again, causing the vortex to close and all the objects fell back down to the ground. No human injuries and the sky return to normal.

"Argh! Why you—!" Hex chanted a spell and summoned the vines to attack the trio but Blossom Rose raised her hand and the vines instantly halt in its path then they changed direction, travel back to their original path and entangled Hexlord. "What!? How—"

"I'm a Plantosapien. I can manipulate all kind of plants now, Hex." grinned Blossom Rose. Tetra Arms yanked the vines to pull Hexlord toward him, grabbed him and threw him against the wall. Then he fell in the coffin and they seal it.

* * *

The coffin open up and Hexlord got blinded by the light then the next thing he know is that he got cuffed by a policewoman. As the polices took him away, Ben and Gwen gathered the Charm of Bezel.

"The Charm of Telekinesis, Fire, Life, Keystone, Luck and Unknown. If I wield these, they'll increased my powers to thousand fold..." said Ben as he crossed his arms.

"You will be unstoppable, you know." said Gwen.

"Yeah..." Ben held out his hand and fired an energy bolt. It struck the Charm of Bezel at full impact and it exploded into a large pillar of light that rocket into space then faded away. "I have two powers now. I don't want to become too powerful." smiled Ben.

" _Very wise choice, Ben Tennyson._ " said the Omnitrix proudly.

"Come on, kids. Let's go back to the Rust Bucket and continue our vacation." smiled Grandpa Max.

* * *

As the Rust Bucket hit the highroad...

"Well, we saved the world from the Armageddon and destroyed the most powerful relics of ancient history." smiled Ben as he rested on the bed with Gwen, who is holding the pillow in her arms.

"Yeah, but tell me one thing, Ben; am I the best superhero? Better then you?" ask Gwen.

"Ah, no need for that, Gwen. We're both pretty-good heroes, right?" smirk Ben as he rested his head on his hands and laid back.

"Okay..." sigh Gwen as she gazed at her pillow with a sad look in her eyes. Ben doesn't like to see her sad so he sighed and took a deep breath. He open his mouth and ready to speak.

"Gwen. You're the best superhero and cousin I ever have." said Ben. Gwen was surprised that he said that and smiled deeply. "There. I hope that satisfies you because I won't said it again for a long time." smile Ben as he rest his head again.

"Don't need to." grinned Gwen as she pulled out a tape record from her pillow, press the button and it replay the words he said.

"Aw, man!" moaned Ben as he place two pillows on his ears and drop on the bed in defeat and struggled to not listen the words he said to her over & over.

"Ah ha ha ha." laughed both Gwen and the Omnitrix.

* * *

 **Richard: This chapter is also the start of Gwen's character trait of having a big butt is genetic from Verdona and that she gets gassy over soybean products. It is an idea I thought up as a minor joke but I didn't expect it'll grew into a point it makes Gwen a more attractive and unique character from Gwen Prime.**


	9. Chapter 9

**Chapter 9: Secrets**

 **Richard: This is when I get a bit shaking on story concept. As you noticed, I'm going too fast, already skipping few other episodes such as " _Tourist Trap_ ", " _Small Problem_ " and others.**

 **I even made Vilgax a bit too overpowered. Hey, I know Vilgax is very powerful but gotta handicap a bit no?**

 **And also, I am a bit unfair on the concept of Power Bridge. I might re-use it in _Gwen 10 the Series_ but in a more effective way. Anyway, here's _Secrets_.**

* * *

A news copter flew across the highway. The scene has switched through the camera's POV and it was recording the high-speed chase. Three thugs managed to steal an armor truck and was fleeing from the police forces. The polices couldn't get any closer as one of them open fire at them.

Unbeknownst to them, several diamonds grew out of the street and the armored truck ran over it. Its wheel popped and skidded to a halt. The thugs tried to flee on foot but two of 3 thugs got caught by a tower of crystal sprout from the pavement then the last thug grabbed a man and threatens to kill him.

The smokes faded and appearing behind the thug is a female Petrosapien. The thug turns around, saw her and repeated the same threat but gave up when **Diamondhead** transform her right arm into an arm blade.

The camera's view has switched to the monitor from Vilgax's ship. Vilgax's Bioids managed to tapped into the satellites' link and viewed every records of alien sighting. In the second monitor, it show the scene of **XLR8** , **Upgrade** , **Mermaid** & **Blossom Rose** saving many people from many dangers and stopped many thugs and/or crimes. The other monitors also view the heroic of **Spidermonkey, Heatblast, Tetraarms, Fourarms, Turbo** and **Firefly**.

"The Omnitrix is the mightiest weapon of all galaxies and key item for my galactic conquest and that Earthling female who stole it from me was using it to play SUPERHERO?!" growled Vilgax within his healing tank. "And yet, she created a duplicate of the Omnitrix for a male Earthling!" he boomed in rage.

"Shall I send the drones?" ask the Bioid.

"No... I've decided to do this myself!" grunted Vilgax as the blast shield open up and Vilgax stepped out of the tank. He gain new bio-organic limps, wore new armors with steroid pumps on his new arms. On his mouth is the mask for his lungs since he's still have breathing difficulty. He stood up powerfully and gaze at the monitor focused. "Prepare yourself, Omnitrix-bearer. For I am coming for you now!" hissed Vilgax.

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- A cat-like alien humanoid.

#2- A four-armed, four-eyed, red-skinned alien.

 ** _Fighting all evil from Earth or space!_**

#3, A small amphibious, bug-eyed grey alien.

#4- A velociraptor with orbs on her feet and wore protective helmet.

 ** _She'll never stop until she makes them pay!_**

#5- A living entity made of powerful durable crystal.

#6- A living, stretchable metal being with aqua digital stripes and has one eye.

#7- An aquatic shark-alligator-fish hybrid humanoid alien.

 ** _'Cause she is the baddest girl who save the day!_**

#8- A ghost-like alien with one purple eye.

#9- A humanoid firefly with two large wings.

#10- A living fire-like alien.

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

# _Planet Earth_ #

"WAAAAHH!" screamed Gwen as she shot up from her bed within the Rust Bucket. She was sweating heavily and her heart was beating loudly. Ben & Max woke up with a start and look at Gwen.

"Gwen, what's wrong?!" ask Ben.

"It's that octopus freak again! He was glaring me and I couldn't move! My body felt like noodle and...and..." panicked Gwen.

"It's alright, Gwen. You just have a bad dream." smile Max. "Now let's get some sleep."

" _That was the fifth nightmare in a row this week. I had a bad feeling about this, Max Tennyson._ " said the Omnitrix.

"It was just a bad dream, Omnitrix." said Max.

"Next time, try to wake up without screaming." groan Ben as he lay back on his bed.

"It felt so real! He was staring right at my face and said 'I'm coming for you now'." explained Gwen. Max become shocked and grew wide-eyed.

"Change of plan. We're leaving now!" said Max. Both Gwen and Ben exchanged confused glance then gaze at their grandfather.

"But Grandpa, it's 1 o'clock of the morning." said Ben in confuse tone.

"Best way to beat traffic!" answered Max as he start-up the Rustbucket. As they continue driving through the open plain as the sun began to rise, Gwen began to ask her grandfather.

"Grandpa, where are we going?"

"We're going to Mt. Rushmore." he answered.

"Why do we want to see multiple giant heads on the mountain?" asked Ben.

"I'll explain when we get there." he answered. The cousins gazed at each other. Something is not right.

Ever since Gwen found the Omnitrix, Grandpa Max began to act very suspicious. First of all, he corrected Ben that Heatblast is an alien, not a monster. When they chased after Dr. Animo and the Mutated Parakeet, Max stated that the event reminds him of his good old days. Since when a plumber chased after a mad doctor and battled mutated monster for a living?

And the most important clue; when Gwen first mention about the octopus-like alien after they left the hospital, Max become very tense and afraid. Now they are heading to Mt. Rushmore at 1:00 a.m. just because Gwen had a nightmare about that same octopus alien saying he's coming for her.

* * *

In the nearby city, just the other side of the heroes' location, a giant meteor came falling from the sky and crash into the building, demolishing it in one blow. The flames subside and reveal it as a giant sphere with multiple spikes. It instantly starts rolling through the city, mowing down cars and buildings in its path. Popping out of its body is drones, about 50 of them, and send them to wreak havoc.

* * *

The Rust Bucket now arrives at the meadow. Max remains serious as he drives. The cousins are very bored and uncertain of why going to Mt. Rushmore. Gwen start fiddling her Omnitrix by turning the ring dial, trying to unlock more DNA samples but failed 3 times until she dialed Blossom Rose, Needle Mouse, Mermaid and Needle Mouse then the Omnitrix start beeping cheerfully.

" _Congratulation. You've unlocked a **Lepidopterran** DNA sample._" chimed the Omnitrix and she showed Gwen the icon of the new alien. Aside from feminine appearance, it has four insectoid legs, four insectoid wings and four stalks on her face.

"Another bug alien? Cool! Hey, Ben! I got a 13th alien— Ben? Where are you?" asked Gwen as she lost sight of Ben. She shrugged and grab her laptop to type down the name of the new alien in the list until the screen turned black and a green circle appear.

" _Bzzt! Your access has been DENIED!_ " joked the electronic voice of Ben as the circle flashes, indicating it was talking.

" _He turned into a **Galvanic Mechamorph**._" sighed the Omnitrix.

"BEN?! GET OUT OF MY LAPTOP NOW!" demanded Gwen then her laptop got covered in black alloy with green stripes then it grew two spider-like legs. It leaped away from Gwen as she tried to grab it.

" _Nah-uh, I'm bored so I'm going to have some fun!_ " laughed **Mecha Merge** as he bounce around to stay away from Gwen while searching her files. " _Oooh! What is this? 'Dear Diary...'_ " Mecha Merge began but Gwen caught him and starts shaking him violently.

"GET OUT OF MY PRIVACY!" snapped Gwen.

"Ben! You shouldn't be activating the Copytrix." said Max.

" _Aw, Grandpa. I was just having some fun_." answered Mecha Merge as he leaped out of the laptop, returning it to normal and he stands in his solid form.

"I don't care. No more playing around with the Omnitrix or the Copytrix." order Max as he turn his eyes back on the road. The Copytrix symbol starts beeping and Mecha Merge morph back into Ben then they exchanged a glance of disappointment, worries and confusion. Then they turn to their right and saw the rising smoke from the city.

"There's trouble in the city!" exclaim Gwen.

"Sorry, Gwen. But you have to sit this one out." said Max.

"I'm sensing a massive energy emanating from the city. It's very powerful, more powerful than Rojo and Hex combined. Hate to say it but we _should_ sit this one out, Gwen." said Ben after scanning the explosion with his powers.

"But...many will die if we don't do something!" said Gwen with a petrified face.

"I'm sorry, Gwen." sighed Max. "We'll help them once we get to Mt. Rushmore."

"What is at Mt. Rushmore?!" asked Gwen.

Max remained silent and Ben continue gazing at the explosion then another explosion erupted in the city. Gwen gazed at the flames then a tear shed from her eye.

She clutched her fists tight as she gritted her teeth hard. She shot her eyes and made a frown. She did an acrobatic backflip, grabs the bar on the ceiling then swung her body up and kicked the door open.

"Gwen?!" exclaimed Ben. Max looked at the side mirror on his right and saw Gwen standing on the roof of the Rust Bucket.

"Gwendolyn Tennyson, what are you doing?!" asked Max in shock.

"What Grandma Verdona should've done if she was here!" answered Gwen as she leap up high and slammed her Omnitrix. After a flash of green light, Gwen emerged as a Pyronite and landed on the grass.

" **Heatblast!** " shouted the female Pyronite as she ignited her hands in flames then thrust them down and rocketed herself off the ground and propelled herself into the air by using the flames as rocket thrusters.

" _WAHOOOO!_ " cheered the Omnitrix.

Max hit the brake and stops the Rust Bucket then gazed in horror as Heatblast head toward the burning city.

"Gwen! I hate it when she gets too reckless and headstrong!" groan Max then he faced his grandson. "Ben, go after her!" order Max.

"Right, Grandpa!" nodded Ben as he stepped out of the Rust Bucket then activate the Copytrix, slammed the core down and his body becomes an embodiment of teal energy.

Ben grew wingflaps underneath his arms, his hands stretches and gain three fingers, his skin turn red & grew yellow horns on his head. He had gills on his body and two lightning bolt-like strips that goes from his shoulders to his Copytrix symbol on his chest. He become a manta-ray-like creature with a crescent-like mouth bended downward.

" **Jetray!** " shout the alien as he flapped his arms and rocket through the sky at supersonic speed.

* * *

The Drones are continuing their havoc as everyone flees in terror until half of the Drones exploded in a blast of fire. Then a meteor flew over them and crashed in the center of the city then erupted into a firewall. Standing up from the firewall was Heatblast.

"Well well, what do we have here? You guys again! You want a piece of me? Then come and get me!" taunt Heat Blast as she turn around, bend over and slap her butt twice.

The drones start shooting her but she quickly disappeared in a pillar of fire then reappear in the air, threw two crescents heat blades that slice them in half and blast half of them with her heat ray. She stood on her feet and stick her flame-like tongue out & place her hands on the both side of her head, with her thumbs on her ears.

"Nah nah nah! Ppffffttt!" taunt Heat Blast. Multiple Drones surrounded her so she amped up and began her assualtl; throwing heat blast and firing heat ray around her, destroying every last of the drones then threw two large fireballs that melted the half-dozen of the drones.

Suddenly three green energy rays travel across the sky, pierced through the last group of drones and they exploded. Heatblast was confused at first then Jetray arrived in the sky.

"You know what, cousin? That was stupidest thing you ever did; disobeying Grandpa's order! I thought you're smarter than that." argue Jetray.

"I'm sorry, Ben." sigh Heatblast. Suddenly the giant sphere bored out of the building and roll in front of them. It stop in its path then split itself open, revealing a cockpit. The cockpit open and the pilot step out. It's Vilgax and he's 12 feet tall now!

"You! The Octopus Head from my nightmares and in Rojo's sub consciousness!" exclaim Heatblast.

"It's **Chimera Sui Gerenis** , Earthling. I am Vilgax, Protector of **Planet Vilgaxia** and Conqueror of 10 Worlds! Now, which one of you has the original Omnitrix?" ask Vilgax.

"Protector of Planet Vilgaxia?!" ask Jetray in confusion.

" _Some protector._ " scoffed the Omnitrix.

"Conqueror of 10 Worlds? No wonder he wants the Omnitrix! He's going to use it to conquer more planets! If it has so many DNA samples then he will learn their weakness... Tetrax... The **Mega Watt**..." muttered Heatblast.

 **(A/N: Team Tennyson had confronted the Mega Watt but I skipped that because I don't feel like writing that part.)**

"ANSWER ME! Which one of you has the ORIGINAL Omnitrix?!" scowl Vilgax.

"Sorry, we can't tell you that! **Lazer-eye!** " smirked Jetray as he fires neuroshock blasts at Vilgax. It struck him hard and exploded but the lasers didn't phase him and he start walking toward them. "NO WAY!" exclaimed Jetray.

"Hmph. According the drone's scanner, YOU have it!" Vilgax charged toward the duo and every footstep he took causes a small tremor.

He swung his arm at Heat Blast when in range then Heatblast leaped away. Vilgax's arm collide the pavement and unleashed a massive shockwave, destroying the whole street and leveling the buildings to rubbles. Heatblast gasped in shock before her instincts warned her to duck, which she did and Vilgax's arm went over her and his claws sank into the water tower's leg.

"Ha! You're stuck!" smirked Heatblast as she thrust her arms forward and discharge a huge heat beam that engulfed Vilgax.

Vilgax emerged undamaged then pulled his arm and completely tore the leg out of the ground, pulling the water tower with it. "What?!" gasped Heat Blast. Vilgax swung his arm and smacked Heatblast with the water tower, sending her flying and bored through 5 buildings, bounced over 8 roofs and bored through the ground to a halt.

"GWEN!" gasped Jetray then his eyes glowed blue but it amped up to maximum charge then his tail began to build up a large orb of neuroshock energy, amplified by Ben's powers. " **TRI-SHOT!** " boomed Jetray as he discharged a powerful nauroshock beam from his eyes and tail, combined as one and become a massive surge of energy.

It struck Vilgax and he got engulfed by the energy then the attack expanded greatly and pushes Vilgax far away until the energy detonated into a powerful shockwave then replaced with a large mushroom-shaped dust cloud. Smokes emanated from the shifted pavement.

"Ah...hff... What did I do?" asked Jetray after he calmed down and saw what he did. Suddenly Vilgax stood before him after the smokes lifted and suffers no sign of damages of any kind.

"You are not an Earthling. That is the power of a male **Anodite**!" snarled Vilgax.

"Anodite?!" exclaimed Jetray in confusion.

"Begone!" growl Vilgax as he swung his arm and slapped Jetray away.

He crashed against the truck then Vilgax gripped his claws on the bumper then threw the truck away. It crashed against the gas station and exploded. Vilgax turn around and saw Heatblast struggling to stand on her feet.

"W-What power...!" gasped Heatblast.

" _Gwen, be careful. He is more powerful than anyone we fought 'till now!_ " warned the Omnitrix.

"You're...telling me...to retreat?" asked Heatblast.

" _He wants me. So yes, I'm telling you to retreat!_ " said the Omnitrix.

"No way... I am not running away... Grandma Verdona was a brave policewoman in her young age... She never ignore the plea for help or turn her back on those who are in danger... I am her granddaughter so I am following her footstep! I will defeat him, even if I had to use all 13 aliens to take him down!" shouted Heatblast as she unleashed her flames from her body, causing the whole pavement beneath her to snapped away from the surface and raised up in the air as a floating platform.

She rode it as she charged toward Vilgax, throwing multiple fireballs at Vilgax. He hardly felt that but she is not finished as she tilted the platform forward and slammed it against the Chimera Sui Gerenis Warlord, causing a large dust cloud then she gather her flames into her palm and formed a massive sphere of raw fire then swung her arms back and slammed it against Vilgax's head, releasing a powerful explosion.

Vilgax's claws shot out of the flames, grabbed her throat and overhead slammed her against the pavement. He lend his arm back then thrusted it down but Heatblast instantly teleported away as a mass of flames. Once he smashed the whole pavement into a field of sharp debris, Heatblast appear above him, amped up her flames and fired a wide-spread flamethrower down, engulfing Vilgax as she propelled forward, somersault and land on her feet. Once she stood up right from deep knee bends, Vilgax stood out from the flames and pulled out a gun and fired an energy net.

Heatblast got caught and pinned against the wall. Before Vilgax proceed, Jetray appear out of nowhere and try to attack Vilgax by spinning into a drill-like form but he slapped him aside and he crashed into the building.

"Finally, the Omnitrix is mine!" grinned Vilgax as he approached Heatblast.

"You'll never get your filthy hand on the Omnitrix! RAGGH!" growl Heatblast as she ignited her body into a firewall, melting the spikes and deactivate the energy net. She fell on her feet then charge toward Vilgax, throwing several heat blades that struck Vilgax then start jabbing his legs with all of her might but no effects as her punches only make clanging sounds. Heatblast got smacked instantly and impacted on the pavement as Vilgax place his foot down. She stood up then she inhaled deeply. " **Dragon Breath!** " bellowed Heatblast as she belch a spray of lava at Vilgax. Vilgax got bathed and his body starts sizzling by the lava but he continue approach, ignoring the effect of the attack. Then Jetray arrived and fires a barrage of nauroshock blasts from his tail. It had no effect so he quickly grab Heatblast and flew away from Vilgax then drop her several feet away from the warlord. He continue walking toward the duo without delay.

"Man, we hit him with everything we got but nothing is stopping him!" grunted Heatblast.

"Gwen, melt the street while I'll blast him with full power! Maybe that will slow him down." order Jetray.

"Okay!" nodded Heatblast. Jetray's eyes start glowing very brightly.

" **Lazer-eye x2!** " Jetray discharged a powerful energy beam. It slowly pushes Vilgax back but he continue walking forward, withstanding the beam. Heatblast inhale deeply then her whole body flared up greatly.

" **Super Dragon Breath!** " Heatblast belch a massive pool of magma as well as a tsunami of fire from her body and they splashed on the street, including Vilgax. The intense heat from the lava spread across the street, reducing it into street tar. Vilgax, due of his massive size, sank into the sizzling hot tar up to his waist then fell on his knees. When Max arrived in the Rustbucket, he saw Heatblast & Jetray facing Vilgax, who is slowly standing back on his feet.

"No... It can't be!" gasped Max in horror.

"You cannot stop me, even if you combined your powers! I will have my Omnitrix, Earthling!" growl Vilgax. Max parked the Rust Bucket in between them.

"Get in the van, now!" order Max.

"Come on, Grandpa! We're kicking alien butt!" smile Jetray but their DNA Alterer devices start beeping and they morphed back into Ben and Gwen. Since they powered-down, they obliged their grandfather and quickly jump in the Rust Bucket. Max drove away from the battlefield before Vilgax broke free from the hot tar.

"Benjamin, Gwendolyn, you two should not plan on battling Vilgax again, do you understand?" said Max in a serious tone. Gwen & Ben look at each other in big confusion.

"Uh...Grandpa, how did you know that guy's name was Vilgax?" asked Ben.

"Grandpa...what's going on?!" Gwen also asks.

Max just sigh but before he can answer, more drones were pursuing them and start firing laser at them. Max steered the Rust Bucket and was able to barely evade the laser fire. Gwen spun the ring dial until she selected Alien #13, slam the core and got coated in green aura.

Her Omnitrix sank into her arm as it turns dark-green and have three black claws. She closed her eyes and gave a wide smile as the black vein covered her sides and grew four small eye stalks with green eyes and black pupils. Then her hair & face turned light-blue with green marks on both side of her face. Her legs become insectoid legs, grew a long tail with larger stinger and grew two extra legs from the tail. She wore a dark/light blue uniform that covered even her tail. She grew four insectoid wings and flapped them at supersonic speed. She wore the cat-shaped Omnitrix symbol on her chest.

" **Stinkfly!** Yes!" chimed Stinkfly with fist-pumped.

"Man, you stink! No wonder you're call 'Stinkfly'." complained Ben as he got a whiff of her foul aroma.

"Shut up, doofus!" snapped Stinkfly then she opened the door. Max noticed her and protested.

"Gwen, don't!" his order failed as Stinkfly took off to the sky. She evaded the lasers from the drones then she fired acid goo from her eyes. The goo seal the blasters and cause the drone to exploded. Stinkfly then approached the last drone.

She land on it, turn around and stabbed her stinger against the drone's hide. She flew forward, ripping the drone apart then it exploded.

"Float like a butterfly, sting like a Stinkfly!" giggled Stink Fly. Suddenly Vilgax leapt out of nowhere and grabbed Stinkfly's tail.

"GAH!" exclaimed the Lepidopterran.

"GIVE ME THE OMNITRIX!" boomed Vilgax as he starts pulling Stinkfly down using his massive mass.

"Let. Me. GO!" snapped Stinkfly as she discharged powerful acid goo from her eyes and blasted Vilgax into the ground, hard! She start flying her way back to the Rust Bucket until Vilgax burst out of the gunk, took a powerful leap, grabbed Stinkfly's throat, piledrive into the ground, and they bored through the buildings until they crash against the building filled with gas tanks and release a massive explosive wave of pure inferno.

"GWEN!" exclaim Ben in horror.

"We'll save her later, Kiddo. First we need to get to Mt. Rushmore!" said Max with a calm tone.

"What's in Mt. Rushmore?! What kind of secrets are you hiding, Grandpa?!" asked Ben in anger.

Meanwhile, the explosive wave ended and reveals a large crater. Vilgax emerged on his feet with Stinkfly in his grip.

"Now I will obtain the Omnitrix." said Vilgax as he held up his index claw. It glowed red then tap it on the Omnitrix symbol on Stinkfly's chest. Suddenly Stinkfly transformed back into Gwen!

" _Impossible!_ " exclaimed the Omnitrix.

"Hey! How did you do that?!" exclaim Gwen in anger.

"A child?! The Omnitrix is in the hand of a mere CHILD?!" exclaim Vilgax in pure rage.

"Who do you expect? Wonder Woman?!" snapped Gwen.

"Whatever, I will take your arm off so I can obtain the Omnitrix." growl Vilgax as he summon his vehicle and toss Gwen inside. Then he drove off and head his way back to his ship, which it land on the forest, away from human population.

* * *

# _Mount Rushmore_ #

The Rust Bucket finally arrive at Mt. Rushmore, the most popular mountain that have craved heads of 4 or 5 famous presidents that greatly changed the United State of America. As the Rust Bucket drove up the road, Ben is starting to lose his patient.

"Tell me, Grandpa! Ever since Gwen found the Omnitrix, you start acting weird. You knew Heat Blast & the others are aliens, not monsters! And when Gwen describes that guy, you start acting like you know something! And _now_ you know that alien guy's name! WILL YOU TELL ME WHAT'S GOING ON?!" shout Ben as his eyes start glowing in bright blue energy and his skin was starting to peel off.

" _Warning! Warning! Massive increase of Mana detected!_ " blurred the Copytrix.

"WHAT THE HECK IS A MANA?!" snapped Ben at his Copytrix.

"Ben, control yourself! You're not ready for that state!" shout Max with worry as they arrived at the dead end.

"WHAT 'STATE'?!" snapped Ben again.

" _Activating Power Bridge Defense!_ " the Copytrix gave out a pulsing energy wave that instantly reduced his powers to minimum level, stopping his possible transformation.

"Huh?" asked Ben as his angry has suddenly tamed.

"Phew... I told you that everything will be explained once we got here. Before we get to that part, we have to save your cousin but first we need to be prepared." he answered then Max pressed a button and the road suddenly forms a circle pattern and brought the Rust Bucket down like an elevator.

Ben was shock in awe and amazement as they arrive in some kind of secret base. As they walk through the hallway, Max open up several boxes, showing different alien-like weapons until he pick up a large cannon. Ben's face change from anger to amazement as a wide smile appears on his face.

"Now I'm starting to understand!" grinned Ben.

"Hmm! Let's save your cousin!" smirked Max.

* * *

# _Vilgax's ship_ #

"Let me go!" shout Gwen as she was strapped on the holding pen. Her left arm got clamped on a device that was siphoning the Omnitrix's energy. Vilgax pulled out an energy sword as the Bioids began their operation.

" _LEAVE HER ALONE!_ " shout the Omnitrix but her voice was muffled by the device which it was siphoning her energy.

"Do you know anything about the Omnitrix?" ask Vilgax.

"All I know that it carries 13 or more different alien DNAs and I can turn into one for 10 minutes or less." answered Gwen.

"It's more then that. It's a powerful weapon! With that device in my possession, I can conquer the galaxies with an army of Pyronite, Petrosapien and others at my command. But now that it stuck on your wrist, I must remove your arm." hissed Vilgax and Gwen start sweating in fear.

* * *

Max drove the Rust Bucket at high velocity and pressed the green button. The mobile home transformed; it gains turbines and powerful bumper. On the dashboard, it reveal radars and other devices. He start flooring it and the Rust Bucket drove off the cliff.

"WAHHOOO!" cheered Ben. The Rust Bucket rammed through the spaceship and parked near them.

"WHAT?!" snapped Vilgax as he halt his operation and turn to see the Rust Bucket.

"The Rust Bucket?!" exclaimed Gwen. "How did it got here? And since when it has a bumper or turbine engines?!" Max stepped out of the mobile home and aimed his energy cannon at Vilgax.

"Vilgax, step away from my granddaughter!" threaten Max.

"TENNYSON?!" gasped Vilgax. Max pulled the trigger and fires a powerful energy bolt, blasting Vilgax away.

"Grandpa, you know that guy?!" exclaim Gwen.

"We'll talk later. Ben, free your cousin!" order Max. Ben nodded and used his powers to rip the device off. Gwen drops on the floor and groaned in pain.

"Ow... My arm..." groan Gwen.

" _Gwen. I am unlocking a new function but I'm letting you use it just this once._ " said the Omnitrix then she gave out a powerful surge of electrical energy then the core pop out then start spinning the ring dial very fast, scrolling all 13 aliens at intense speed until it stopped and began emanating smokes.

"Whoa! What happen? Did I get an upgrade?" asked Gwen. Suddenly she become engulfed in green energy and morphed into a female Galvanic Mechamorph.

"WHOA! Y-You transformed into **Upgrade** without touching your Omnitrix!" exclaimed Ben.

" _Look out!_ " warned Upgrade as she shape-shifted her fist into a morning star and smacked one of the Bioids down. " _Ben, use your Copytrix to take out the drones._ " she said as she jumped on the drone and merged with it, transforming it into a large drone with Upgrade's skin. All the drones looked at her with confusion.

" _Prepare to be shredded!_ " said Upgrade as she activated her energy saw and mowed down the drones. Ben used his energy to create a crescent energy blade, slicing the Bioids then created an energy platform to leap over them then slapped his Copytrix, releasing a teal light. He landed on his feet as...

" **Novablast!** " shout the Pyronite as he lands several punches against the Bioids then fired a flamethrower that set them on fire. Upgrade leaped off the drone and stand in front of Vilgax, who recovered and engaged Grandpa Max, who took out the drones and Bioids with ease.

"YOU DARE TO INTERFER MY PLAN AGAIN, TENNYSON!? YOU AND VERDONA NEVER KNOW WHEN TO QUIT!" boomed Vilgax as he swung his arm but missed as Max evaded and fired his weapon again. It greatly fazed Vilgax but he recovered again and starts slamming his arms around.

" _Gotta help Grandpa. Ugh, I should've went Four Arms!_ " groan Upgrade. Suddenly her body releases a green aura and morphed into a Tetramand.

"Whoa! What happen?!" **Four Arms** asked herself in confusion as she gazed at her hands. Max blasted Vilgax again and he crashed against the holding pen. He stood up and saw Four Arms & Novablast.

"A Tetramand & a Pyronite? Bah. Send the Osmosian in!" shouted Vilgax.

"Osmosian?!" asked Four Arms. Novablast remain confuse and wonder what is an Osmosian until someone jumped them and place his hands on their arms, draining their energy. Novablast counter by punching the attacker away and the mysterious attacker crashed on the computers. They observe closely on the attacker.

"Kevin?!" gasped Four Arms.

"Gwen... I can't...control my body... You must...stop...ME—AAARRGGHH!" roar Kevin as his arms transformed into Fireblast's arms and head then he grew larger, at Four Arms' height, and grew two extra pair of arms and a second pair of eyes. "Destroy...you!" hissed **Fire Arms** , a mutated combination of Kevin's Pyronite and Tetramand forms. He thrust his arms and fired a huge fire blast.

"Look out!" shout Novablast as he pushed Four Arms away and took the hit. He remain standing then Novablast charge toward Fire Arms and start punching him but Fire Arms grabbed him then slammed him against the floor. He start crushing him with his grip while Nova Blast struggle.

* _I wish I was Articguana instead of Novablast!_ * grunt Novablast in his thought.

"KILL!" snarled Fire Arms as he start punching him repeatedly until Four Arms grabbed him with Reverse Grapple technique and perform the suplex, slamming him down. Fire Arms recovered and snarled at Four Arms.

"Kevin, control yourself! Remember me? It's-"

"DIE!" snapped Fire Arms as he charged toward Four Arms. Novablast stood up and saw Four Arms got tackled against the wall by the mutant boy.

"GWEN! GRRR! I CAN FEEL IT!" growled Novablast as his body began to radiate a massive heat wave, causing the drones and Bioids nearby to melt. He grabbed Fire Arms' head and slammed him against the wall. He recovered and snarled viciously as he start breathing in raspy way then clapped all of his arms, unleashing a powerful shockwave. However, Novablast become a living comet as he dashed through the sonic wave and rammed Fire Arms through the wall and they began to fall down to Earth.

"You shall not hurt my cousin, Levin! You hear me?!" growled Novablast as he start beating up Fire Arms without mercy.

"SHUT UP, TENNYSON!" snarled Fire Arms as he counter with his own punches then kick him away. Four Arms quickly run to the hole and gazed in horror.

"BEN! KEVIN!" gasped Four Arms.

"Get them!" shout Vilgax. The drones attack them but Max managed to shoot them down and Four Arms smash the drones apart.

"Gwen, we must leave!" shout Max as he get in the Rust Bucket and start driving out of the ship. Four Arms jumped out of the ship but Vilgax appear and punched Four Arms away. While the Rust Bucket land on the cliff and drove across the rocky road, Four Arms crash against Mt. Rushmore.

"Owww... My back!" moaned Four Arms. Vilgax landed nearby with tremendous force that cause the ground to shatter and dust cloud rises up. He walked toward Four Arms, grab her and threw her across the rocks.

"Ha ha ha ha! You cannot defeat me, child." laugh Vilgax.

"What did you...do to Kevin...?" asked Four Arms as she stood on her knee.

"The Osmosian? We capture him and learned he have absorbed the Omnitrix's powers so we pooled him with more during our conversation. He now have the power of all 10 aliens but he's unable to use them without more power." explained Vilgax.

"Why you... You brainwashed him! YOU'LL PAY FOR THIS!" snapped Four Arms as she made a running start and double left-hook Vilgax's face. She lands a double right-hook and rammed her fists against his stomach. She grab Vilgax's arm, lift him up and slammed him overhead against the ground, shattering the cliffs. Four Arms start panting as she place her hands on the knees.

"Beat...that... Phew!" panted Four Arms. Vilgax stood back up and his steroid pumps sank into his arms. Suddenly his muscular mass expanded greatly, surprising Four Arms. He thrust his hand and grabbed Four Arms by her throat.

"Nice try, child! Now surrender your Omnitrix!" shout Vilgax.

"N-Never!" snapped Four Arms. Vilgax slammed her against the ground that cause an eruption of dust cloud then raise his fist. When he swung his fist down, Four Arms quickly remember the upgrade the Omnitrix had unlocked that causes her to transform by just thinking of their name. * _Come on! Give me **XLR8**!_* plead Four Arms in her thought. She started glowing and disappear in the instant when Vilgax's fist impacted the ground, causing the whole cliff to be completely destroyed by his massive strength. He gazes through the dust cloud and saw no sign of Four Arms.

"HUH?!" exclaimed Vilgax in confused then look to his left. He saw a turquoise velociraptor standing in a heroic pose while sticking her tongue out and yanking her lower eyelid down with her claw.

"Catch me if you can!" chimed XLR8 as she dash away. Vilgax gazed ahead to see if she's coming back to attack. Then he heard a sonic boom and turned around but at the same time he turn, a blue/turquoise/black blur rammed him at full force, causing a huge explosion of dust cloud and rocks went flying everywhere. When the dust cloud subsided, Vilgax remain standing, with no damage of any kind and he got pushed five feet away from his original position. XLR8 staggered back with heavy injury on her head and fell on her butt.

"Oooh... I'm gonna feel that tomorrow..." groaned XLR8.

"For you, there will be no tomorrow!" growled Vilgax as he grabbed XLR8's tail, spun her around at intense speed and threw her across the cliff and crash through the rock wall, leaving a huge hole. There was a flash of light from the hole then several diamond shards were fired out of the hole, striking Vilgax who just block it with his forearm arm. Running out of the hole was a female Petrosapien.

"Ha ha ha! Special delivery!" chuckled **Diamondhead** as she continue firing crystal shards from her arms. While he was distracted, Diamondhead start jabbing Vilgax's legs with all of her might but to no avail as she ended up shattering her own hands. She gazed her broken hands with surprise and awkwardness. "I should've seen it coming." muttered Diamondhead as her hands regenerated. Vilgax connected his punch against Diamondhead's chin and send her flying through the sky.

* * *

Meanwhile in the sky, Fire Arms landed a powerful blow on Novablast's guts and he groaned in pain then his Copytrix start beeping and he morphed back to normal.

"Bad time for timing out, you stupid watch!" argued Ben.

"Now you're mine!" grinned Fire Arms as he grabbed Ben and start yanking his Copytrix with force. "Give me that WATCH!" roared Fire Arms.

"LET GO!" yelled Ben then he unleashed a powerful pulse of energy, knocking him away. His Copytrix has recharged and ready to use. "Time for some cool breeze!" said Ben as he activated it, selected the desired form and slammed the core down. He become an embodiment of teal energy then morphed into a blue iguana-like alien with dorsal fins, bulked arms, wore a black bare-chested uniform with white cuffs, has gills on his torso and has green eyes. On his left arm is the Copytrix symbol.

" **Articguana!** Weather broadcast announced cold front, with a chance of _me_!" joked the Polar Manzardill in a cool, windy voice. Fire Arms, dazed by the counter-attack, crashed against the ground with a powerful force. Articguana used his powerful freeze breath to create a path of ice so he can slide around on it to slow down his fall. Seeing Fire Arms barely conscious, he slide his way near him, created a ramp so he can leap up in the air. He spun around with style and blasted Fire Arms with his ice breath then land on his four paws.

"Yes!" smiled Articguana. The energy got expired and Fire Arms degenerated back into Kevin.

"Well, well, not so tough now, huh Kevin?" grinned Articguana as he walk up to him.

"Grr... Hmph, you're not bad." smirked Kevin. Then they heard a huge explosion coming from Mt. Rushmore. Articguana broke Kevin free and head to the source of the explosion.

* * *

At the grass plain of Mt. Rushmore, Diamondhead remain motionless then she transformed back into Gwen without the warning.

"Owww..." moan Gwen.

"GWEN!" exclaim Articguana & Kevin. Max arrived and park the Rust Bucket. Vilgax land on the ground and grab Gwen.

"Stand down Tennyson or I'll kill her!" growl Vilgax. Max growl in frustration then, finally, he stand down in defeat and so did Articguana & Kevin. Gwen open her eyes and slap the Omnitrix and began to glow in green energy, morphing into an Ectonurite.

" **Ghostfreak!** " said the Ectonurite in an eerie voice then turn invisible.

"What?!" exclaim Vilgax.

"NOW!" shout Max as he fire his energy cannon, blasting Vilgax away. Articguana fired a powerful blast of sub-zero ice at Vilgax.

"Argh!" roared Vilgax as he withstands the blast but his body slowly turned into ice. Vilgax's ship land near them to pick up Vilgax and an unseen entity was heading toward the ship while Articguana and others are holding the Chimera Sui Gerenis down.

* * *

# _Inside Vilgax's ship_ #

Ghostfreak, still intangible, began her search through the ship. Even with her temporary upgrade, it was not enough to stop Vilgax. She continues floating around until she arrived back in the control room. She looks around a bit then become visible. Vilgax's Bioids saw her immediately.

" _Hold it right there, Ectonurite!_ " scowl the Bioids.

"Ooh, you guys are just in time. I got something special to show you!" chimed Ghostfreak as she held grip on the loose skin and pull it apart. "YAAIIII!" shriek Ghostfreak as tentacles shoot out and fire a powerful beam.

" _YAAAAHH!_ " scream the Bioids as they got destroyed. Ghostfreak put her skin back on.

"Tee-hee, aren't I a tease?" giggle Ghostfreak. She look at the computer and start wondering. "Let's see here. I guess this is the job for..." She starts glowing in green light then shrunk down to 4 inches.

" **Grey Matter!** " squeal the little alien. She began to mess around the control panels then she pressed the final button and she rub her hands together as she grin.

"Hee-hee, will Vilgax get the surprise!" giggle Grey Matter. She began to glow as she grew back to normal height & start transforming into other form.

* * *

"Ha! You three can never defeat me!" laughed Vilgax. Kevin is exhausted and Articguana got heavily wounded that he transformed back into Ben. Vilgax now know Gwen is inside the ship, as he couldn't find her, and he went inside. To make sure Gwen doesn't escape, he turn on the ship and take off. As Vilgax search for Gwen, the alarm sound off and the word "WARNING" in alien language appear on the monitor.

"NO!" gasped Vilgax then he got blasted by a huge energy beam. Behind him was a Plantosapien with yellow energy smoke emanating from her rose-like hair.

"Sorry, I rigged your ship, so now it's on self-destruct!" grinned **Blossom Rose**. "Buh-bye!" giggle Blossom Rose as she start running toward the hole Max made with the Rust Bucket. As Vilgax tried to recover, the computer informed the ship will self-destruct in 2 minutes.

"NOOO!" scream Vilgax in horror. Blossom Rose morph into Stinkfly then leap out and start flying down from the sky while the spaceship exploded massively in the midair. Stinkfly land on the ground and transform back into Gwen. She look at Ben, Kevin & Max. She gazed at Kevin and smile then turn her eyes to Max.

"Grandpa, we need to talk." smiled Gwen. Max smiled and nodded as the debris began to rain down harmlessly.


	10. Chapter 10

**Chapter 10: The Truth/Game Over**

 **Richard: Despite the title, it has nothing to do with the event " _Truth_ ". You see, I vaguely remember any episodes when I wrote this and I was inexperienced that I only used the title for revelation. I also included Xylene, yet she doesn't behave like her original counterpart or the event of " _Visitor_ " happen.**

 **You can see how rushing I'm going with and didn't bother writing the story of their adventures with Kevin in the tow. This chapter is majority focused on the " _Game Over_ " episode.**

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- A cat-like alien humanoid.

#2- A four-armed, four-eyed, red-skinned alien.

 ** _Fighting all evil from Earth or space!_**

#3, A small amphibious, bug-eyed grey alien.

#4- A velociraptor with orbs on her feet and wore protective helmet.

 ** _She'll never stop until she makes them pay!_**

#5- A living entity made of powerful durable crystal.

#6- A living, stretchable metal being with aqua digital stripes and has one eye.

#7- An aquatic shark-alligator-fish hybrid humanoid alien.

 ** _'Cause she is the baddest girl who save the day!_**

#8- A ghost-like alien with one purple eye.

#9- A humanoid firefly with two large wings.

#10- A living fire-like alien.

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

After the intense, once-thought-unbeatable battle, Max took them back to the forest near Mt. Rushmore, where he will finally come clean.

The Rust Bucket had parked in the open forest and they began to set up camps. Gwen, using XLR8, instantly set up the tents while Ben brought some supplies and foods. XLR8 was about to switch into Heatblast but was unable to do it anymore.

"Hey, I can't switch form? What gives?" asked XLR8.

" _Didn't I just said I'm only letting you use that function just to battle Vilgax? Sheesh!_ " scoffed the Omnitrix.

"Give a lady some heads up next time. Guess now I have to wait 10 minutes." sigh XLR8.

After the campsite is completed, Kevin start igniting the fires in the old fashion way; by rubbing the stick on the woods rapidly. Before long, they now got fire and Ben tosses some marshmallow bags to Kevin and XLR8, who reverted back into Gwen.

They all sat down in circle and began roasting their meal while waiting for Max to explain everything. Max sat down, gave a deep exhale and began his explanation.

"Before I began, the only reason I haven't told any of this because it was top secret. The truth is, I am not some ordinary plumber you all thought I was. I am the member of the intergalactic security force known as the **PLUMBERS**.

We served the Milky Way Galaxy by protecting not just Earth but several other planets in the solar system by any possible dangers and sealed away any powerful or dangerous alien technologies we encountered. We kept the secret from anyone, even from the Presidents. Any Humans who became the PLUMBERS was either by their special talents or their encounter with any alien-based origins. Then aliens began to join the PLUMBERS such as **Magister Patelliday** , a Piscciss Volann, or in your term, a male member of Mermaid's species.

Magister are like generals and there are few who reached that rank, such as me. After a very long years of serving the PLUMBERS, I retired a few years later. That's why I knew all Gwen's DNA forms are aliens and why I'm very capable of defending myself." explained Grandpa Max.

"Guess...that explains everything... So what do you know about the Omnitrix?" asked Gwen.

"Actually, this is the first time I have seen this type of technology. My guess is that DNA Alterer device is a Level 20 tech." he said.

"Level 20?" asked the cousin.

"I think I get it. Every alien technology are identified by their level. If it's Level 1, it was simply a gadget while Level 10 is known to cause massive destruction. The reason this watch is Level 20 because it can transform into anyone with all their strength, powers and weaknesses. This watch is a very powerful tech." add Kevin. Gwen, Ben and Max stares at Kevin in confusion and surprise.

"What?" he asked.

"How did you know all that? I thought you lived in the street underworld?" asked Ben with a narrow look then Gwen bumped her elbow against Ben's arm. "OW!"

"Shut it, doofus." growl Gwen.

"Wait, he's got a point there. How did I know that already?" wonder Kevin.

"Heh... I also recognized the symbol." Max reached out his hand and point at the symbol on the core. "That hourglass symbol is the intergalactic symbol of 'peace' as well as the symbols of the PLUMBERS and **Galvan**." he answered.

"Peace? So the Omnitrix was not a weapon, it was a device to make peace with the galaxy! That's why it has so many DNA samples, it was to make peace with several different aliens!" said Gwen in awe.

" _Told ya!_ " boast the Omnitrix

"Wait, Galvan? What's a Galvan?" asked Ben.

"They are Grey Matter's species. They're known to the most intelligent beings in the galaxy. We made an alliance with them and in turn, we used this symbol as the PLUMBERS icon, so we can be recognized." answer Max.

"So how long have you met Vilgax?" asked Kevin as he ate some marshmallows.

"The PLUMBERS encounter Vilgax several times as he intended to conquer the whole galaxy, including Earth. I was able to foil his plans several times and in turn, he formed a grudge on me, making us sworn enemies now. Even though the Omnitrix is a peace-making device, in his eyes, Vilgax sees it as an ultimate weapon." said Max.

"Questions: Why did Vilgax called Kevin 'Osmosian' and, even as Jetray, Vilgax called me an Anodite?" ask Ben. That surprised Max and a faint smile appear. He cleared his throat and began...

"Kevin E. Levin is not a mutant you thought he was. He is a Hybrid; Half-Earthling Half-Osmosian. Osmosian are humanoid aliens who have the ability to absorb energy and matter by simply touching them. Osmosian can absorbed any kind of energy but cause an intense mental disorder that gave them a crazed thirst for powers, making them willingly to absorb even their allies' Life Force, which cause death. Their insanity can be identified by the black marking on their eyes." answered Max. Gwen quickly looked at Kevin as he slowly touches his eyelids that had black marking.

"They can even absorbed others' DNA and duplicate their powers but at 1/10 percent of their powers, so their powers are not as strong as the original. If absorbed enough DNA, the Osmosian will transform into a twisted or incomplete version of the victim, such as Fireblast and Six Arms. But there is one safe way to fight without using energy: matters." Max picked up a piece of wood and passes it to Kevin. Kevin grab it and look at Max in confusion "Concentrate." he said.

Kevin closed his eyes and pretends he's absorbing the batteries. In the instant, his whole body becomes coated into wood-like armor. "Whoa!" exclaimed Kevin & Ben.

"But if I'm a Hybrid then that means..."

"Yes, your father, **Devin Levin** , was a Osmosian." answer Max.

"You knew my dad?!" exclaimed Kevin.

"He was a Magister Plumber and my best friend. We were on a mission to stop **Ragnarök** , who was stealing the energy of the stars and sold them on black-market. Devin stole the key to his ship and he came gunning for us to get it back. Our weapons had no effect on him so Devin had no choice but absorb electricity and used it to slow Ragnarök down. In the end, I managed to seal him within the **Null Void** , an inescapable dimensional prison for dangerous criminals or creatures, with the **Null Void Projector** but not after he killed Devin. His last words were meant for you and your mother: 'I love you very much'." sighed Max as the memory was painful for him. Kevin starts trembling in sadness and began shedding tears.

"So Mom doesn't really hate me?" wonder Kevin.

"It's possible that she loved you so much because you are his son and you remind her of your Dad. Your step-father didn't know your late dad was an alien and think you're a...a..." Gwen looks away as she was afraid of saying "freak" at Kevin.

"I understand." nodded Kevin as he hold her hand gently.

"Okay, what about me? Am I... a Hybrid too?" ask Ben. Max didn't want to tell them more but seeing Ben & Gwen demanding the truth, he said it slowly.

"Yes, Ben. You're a Hybrid. Half-Earthling Half-Anodite." said Max.

"Yeah, I got that message from Vilgax. What is an Anodite?" ask Ben.

"Anodite are a race of aliens who are made of life energy called 'Mana'. They can manipulate any type of energy for many things; levitation, energy construct, discharge energy bolts or focused beam, telepathy and even size changing. They can even perform magic and can teleport to different dimensions or time. Now before you go jumping to conclusion, your parents are not alien. Your grandmother is." said Max.

"Grandma Verdona? Wait, 'is'? You mean she's still alive?!" exclaim Ben in shock.

"WHAT?!" exclaimed Gwen.

"I met your grandma when I was a young Plumber. She came to Earth to explore its inhabitant but she was captured by a group of evil alien who wanted to uses her power as fuel. I stopped them and save her. We became friends and we share the same liking; music, foods, many things. Then we slowly fell in love and she adapt human appearance so we can get marry. After that, she becomes a policewoman and you know that part already. After she gave birth to **Carl Tennyson** , she left the Earth and came back years later to see if Carl or anyone in our family inherited her powers. No one does so she left the Earth again. She knew Carl & his family want to know her whereabouts so I told them, including you two, that she passes away." explained Max.

"But I have the Anodite powers now. Will she come back?" ask Ben.

"Maybe. Will she get a big surprise, ha ha! Usually there are only female Anodites. The male are extremely rare." laughed Max.

"You mean, the whole race are girls and I am the first male in their race?!" asked Ben as his whole face turned red.

"Cool it, man. Don't go too far." smirked Kevin.

Max then heard something coming from the bushes, so did everyone. Kevin touched the rock and become covered in stone armor, Ben ready his fists as they are covered in Mana and Gwen lifted her hand as she's ready to slam down the Omnitrix's core. The sounds are getting louder and the bushes began to shake as someone is coming through then a voice squeal out.

"MAX TENNYSON!" Jumping out of the bushes was a reptilian alien with green skin, no nose, 3 pink eyes with stripes, long tail, ostrich-like leg/feet and two large tentacles on the both side of her head wearing silver/black with red circle on the collar armor. She charged through the camp and tackled Max with a strong hug. "I'm so glad to see you again!" squealed the alien girl.

" **Xylene**?! What are you doing here?" ask Max, surprised.

" _Hey, I know her! She was the female who tried to deliver me to Earth._ " said the Omnitrix. Xylene began to answer Max's question after she break the hugs.

" **Azmuth** send me to deliver the Omnitrix to you, but Vilgax gave chase and almost blast my ship apart, forced me to send the Omnitrix via escape pod to your location!" explain Xylene.

"Wait, Azmuth, the Great Thinker of 5 Galaxies, created that Omnitrix and send YOU to deliver it to me?!" ask Max, wanting to make sure he heard right.

"Yeah, since you're a trustful and worthy Plumber, blah blah blah. You know how much he talks in science lingo. Did you get it?" ask Xylene. She looks at Max's wrists and see no Omnitrix on them. "Where is it? You didn't get the Omnitrix?" ask Xylene.

"We have it." said Gwen & Ben in unison.

"YOO-HOO~!" sang the Omnitrix. Xylene become wide-eyed and her jaw drop when she saw two Omnitrixes and the Omnitrix spoke like an Earthling girl.

"B-B-But why there are TWO Omnitrices?! Azmuth build only one!" stammered Xylene, like she's going to faint.

After quick explanation…

"Oh so an Earthling used the Unknown Charm on the Omnitrix and she gave 'birth' to this...Copytrix as you call it. And you manage to defeat Vilgax. Wow... So many things happen and I'm just sitting my butt here, trying to repair my ship. Guess that explains the tremors I felt when I was at the docking bay below Mt. Rushmore. Maybe I should reward you two." smiled Xylene.

"Really?! I want a Gold Sumo Slammer card, Sumo Slammer cereals-"

"Shut up, Tennyson!" snapped Gwen as she slapped him at the back of his head.

"Heh heh heh. Dork." snickered Kevin.

"I may not know anything about the Omnitrix but I am a wiz at altering designs or appearance. I'll change the Copytrix's appearance and unlocked new DNA samples for you. Let me have a look. Here is this button... And that the DNA Matrix sample... There!" She finished her work. Now Ben's Copytrix is square-shaped, has teal-colored skin with emerald-green stripes and has the core shaped like a square. The ring dial can now operate by pressing the black button.

Xylene then began to click the button, scrolling the aliens in a following pattern; Novablast, Novablast, Cannonbolt, Cannonbolt. Then Tetraarms, Articguana, Grey Matter, Turbo. The Copytrix beeped in confirmation, the core open up and displayed all 14 aliens then two new aliens appear as silhouetted. One is a tall, muscular alien with claws on his fists and other is a short, kid-like alien with what looks like a headphone on his head.

"Now you." chimed Xylene as she grab the Omnitrix and start rotating the ring dial. Stinkfly, Needle Mouse, Stinkfly, Stinkfly. Then Heatblast, Fourarms, XLR8, Blossom Rose. The Omnitrix beeped in confirmation then spun herself to display two new aliens; one is a tall girl, not much to say, and the other is a short girl with pony tails and has larger arms. "Finished." she smiled.

"Who are they?" ask Gwen.

"Gwendolyn Tennyson, granddaughter of Magister Tennyson, you now have two new DNA samples; **Incursean** and **Splixsan**. And Benjamin Tennyson, yours are; **Sonorosian** and **Appoplexian**."

"Thanks... I think?" said Ben as he doesn't know who are they.

"You're welcome. I must get back to Galvan Prime to let Azmuth know the Omnitrix is safe. See ya!" smile Xylene as she enter her rebuild ship and took off in the sky.

"Is she your ex?" asked Kevin.

"N-No! We were just partners. Although she did asked me to join her on her ship but I declined her offer. She is a PLUMBER, by the way." he explained.

"So who's Azmuth?" asked Ben.

"Weren't you listening?! Azmuth is a Grey Matter who built the Omnitrix!" growl Gwen. Ben got scared and step away from her.

" _Rage level is rising!_ " whimpered the Omnitrix.

"Wow. She's feisty, make me don't wanna get on her bad side." smirked Kevin.

* * *

# _Next Day_ #

In the morning at the parking lot of the nearby motel, a thundercloud roll over and began to release a downpour of rain as well as shooting lightning around in the sky, along with the thunder-clap. It was raining very hard today so they can't go outside. Max remained asleep in his bed while Ben & Kevin were playing _Sumo Slammer: Smackdown_ video-game. Gwen gazed at the rain outside and sigh deeply.

"I'm sooo bored! There's nothing for me to do!"

" _Me too. There are no fun, no excitement, no nothing._ " sighed the Omnitrix in boredom.

"We can't even test out my new alien forms..." sighed Gwen. She looked over her shoulder and watch Ben & Kevin playing the Sumo Slammer game. They start cheering for their victory after beating the level. "Even that video game seems interesting. Can I play?" ask Gwen with the best cute face.

"Sorry, I already had my partner here." declined Ben as he point his thumb at Kevin. Kevin lift his hand up and gave a peace hand gesture. They earned a lot of points and beat the level. "Yes! Another high score! We rock, so why do I want play with you?" scoffed Ben.

"To prove you're not afraid of getting your sumo butt kicked by a girl." answered Gwen with a sly grin.

"Oh-hoo!" chuckled Kevin as Gwen just made a challenge.

Ben paused the game and quickly looks at Gwen with a serious look in his eyes. He snatches the video-game control from Kevin's hand and struck his hand out to Gwen. Gwen continues grinning as she grab the control and start playing.

20 minutes later...

"NO!" screamed Ben in agony.

"YES!" cheered Gwen as she beat Ben 5 times with a new high score: 83,255,890 pts.

" _ALRIGHT! YOU DID IT! WHOOO!_ " cheered the Omnitrix.

"Pay up, Ben." smirked Kevin with his hand out, waiting for Ben to give him 10 dollars since he lost.

"Oh yeah, hi-score for **Gwen Warrior!** " laughed Gwen.

"NO! I want a rematch!" growled Ben.

" _Boo-hoo, you can't take a defeat now, can't ya_?" mocked the Omnitrix.

"Forget it, Ben. You'll never beat my score now. I am the Empress of Slammer!" boasted Gwen. Ben gritted his teeth in anger as his pride has shatter. Beaten, by his geeky cousin he dislikes when they were little. Ben walked away and Kevin join in the fun.

"This is your first time playing this game and already you defeated your cousin. That was impressive!" smiled Kevin.

"R-Really?" asked Gwen as she blushed and start twirling her loose hair.

"I'm sorry." sighed Kevin.

"For what?" asked Gwen as she raised one eyebrow.

"For lying, using you, taking away your power & attacking you." said Kevin in quick summary. Gwen become wide-eyed and touched. She placed her right hand on Kevin's left cheek and tilted his head to his left so he can face her.

"It's okay. I know how you feel. People usually make fun of me, not because I'm smart but that I'm Ben's cousin. They think we're related, brother-'n-sister-like related. That's why I don't want to be around him or let everyone know he's my cousin. I felt like it will ruin my reputation." sigh Gwen as she faced the floor. The Omnitrix knows where this is going so she went in Sleep Mode. Kevin slides his finger under her chin and tilts her head. He gazes at her beautiful emerald-green eyes while Gwen stare at his strong black eyes.

Then Gwen gain a sudden urge; so powerful that she can't restrain herself. She found herself pressing her lips on Kevin's. Kevin got wide-eyed then slowly closes his eyes as he passes his fingers through her hair and place his other hand around her waist. Gwen place her arms around Kevin's neck as they kiss deeper. They were unaware of a sudden flash of teal light.

" _Kevin & Gwen sitting on the tree! K-I-S-S-I-N-G! First come love, then came marriage then come a geeky baby on a baby carriage! Ha-ha-ha!_" laughed a familiar voice in an electronic tone. Gwen & Kevin break their kiss and look around for the source of the voice. Then Kevin look at the TV.

"Gwen, since when the TV has a black skin with green stripes and a Copytrix symbol?" asked Kevin. Gwen look at the TV and now know whose voice belong to.

"Ben?! Were you spying on us?!" asked Gwen in anger.

" _Spying? I wasn't spying, well a little but now I want a rematch!_ " frown **Mecha Merge**.

"Ben, even as Mecha Merge, you can't beat my high score!" shout Gwen.

" _What high score?_ " ask Mecha Merge.

"Why my new high score that I...I... W-Where is my high score?" ask Gwen as she couldn't find her high score record.

" _I deleted it!_ " chimed Mecha Merge.

"YOU WHAT?!" scream Gwen in shock.

" _Now no one can beat my score! BWAH HA HA HA!_ " laugh Mecha Merge evilly.

"That's low, Ben!" growl Kevin.

"YOU BIG CHEATER!" snapped Gwen as she start shaking the merged TV while Kevin tried to restrain her.

Grandpa Max heard their argument and clutched his pillow on his ear, struggling to sleep in peace. Suddenly a lightning bolt strikes and zapped the antenna, sending electrical current to the merged TV, electrocuting Mecha Merge, Gwen & Kevin.

"GYAAAAAAHHH!" they scream in pain then they disappear in a flash of light. When light faded away, the trios are gone and the TV return to normal. Max was unaware of the noise as he made a comment.

"Finally some peace and quiet." sighed Max as the camera focus on the portable TV emanating smokes.

* * *

# _Unknown World_ #

Somewhere in a deserted Japanese town, Ben as Mecha Merge looked around in confusion while two pillar of light appears and materialized into Gwen and Kevin.

"Where are we? And what's with our get-ups?" asked Gwen as she look at herself.

She's wearing dark/light blue samurai armor with a left shoulder pad, metal headband and her hair got a second bang tilted up. On her left gauntlet was the Omnitrix symbol. Kevin was wearing black samurai and his mess-up hair has been comb perfectly in Japanese style.

"I don't know but I got the feeling it's not good." said Kevin.

" _Ha ha ha! Your butt looks even bigger in those armor!_ " laughed Mecha Merge as he pointed at Gwen.

"STOP LAUGHING AT MY BUTT!" screamed Gwen as she tackled Mecha Merge down and start jabbing him but he hardly felt that as he picked her up and hold her in the air as she start kicking and yelling.

" _Sheesh, cool it dweeb. It was just a joke._ " shrugged Mecha Merge.

"Anyone got an idea where are we?" asked Kevin as he picked up a Japanese coin then a bling sound was heard and the counter appear in the sky. It has the icon of said coin and 3 zeros then the 3rd zero changed to 1. "Okay, this is weird. Like Scott Pilgrim weird." said Kevin.

"What do you mean?" asked Gwen as she crossed her arms in defeat since Mecha Merge continue holding her away from him.

"I think that lightning must've zapped Mecha Merge and transported us inside the video game." answered Kevin.

" _You mean we're inside the Sumo Slammer Smackdown?! AWESOME!_ " cheered Mecha Merge as he put down Gwen and drop on his back to celebrate.

Suddenly a large humming sound was heard and a large shadow covered them. Gwen, Kevin and Mecha Merge looked up at the sky and saw a large starship hovering above the sky.

"Incoming!" gasped Gwen. The starship stopped in its path, open its legs and activated its turrets. Multiple spheres crashed in the town around them then emerged as mechanical sphere-like creatures.

" ** _Robo-Sumo_** _? That is soooo Level 1._ " said Mecha Merge.

Then appeared a Shogun-type Robo-Sumo who charged toward Mecha Merge and tackled him. Mecha Merge instantly merged with him, changing its appearance to Mecha Merge's with the Copytrix symbol on its chest and on the flags. He resumed the charge and tackled all the Robo-Sumos, knocking the water tower down. Kevin tried to absorb the stone on the floor but nothing happen.

"Hey, my powers?! I can't absorb anything." exclaimed Kevin.

Suddenly a Robo-Sumo snuck up behind the couples then Mecha Merge pounced him, merged and electrocuted him then leaped away. More Robo-Sumos attacks but Gwen and Kevin instantly displayed acrobatic skills and easily destroyed the Robo-Sumo since the video game has enhanced their strength, durability and speed. Then another Robo-Sumo approach them but Mecha Merge took him out.

" _This isn't a challenge. It's a slaughter fest._ " boasted Mecha Merge.

"Oh yeah, real tough when you can control the whole game world as Upgrade." scoffed Gwen.

" _Jealous?_ " sneered Mecha Merge then one of the Robo-Sumo charged toward him but Mecha Merge shot his hand out and merged with it. " _Sayonara, suckers!_ " shouted Mecha Merge as he manipulated the Robo-Sumo's body then the center opened into four, revealing an energy core then unleashed a powerful energy and blasted all the Robo-Sumos then released the merged Robo-Sumo, which got electrocuted and fainted. All of the defeated Robo-Sumos began to glow then flashed away as they displayed 500 pts.

" _You've been Sumo Slammed! Ben's the best, forget the rest!_ " boasted Mecha Merge.

"Yo, Benji! Since you can control everything in the game, how about you get us out of here before—" Unfortunately, Kevin's suggestion failed as the Copytrix start beeping and Mecha Merge morphed back into Ben. Like Gwen & Kevin, Ben also wore samurai armor but colored dark green. His hair got tied into a chomage and has bangs hanging in front. On his left gauntlet was the Copytrix symbol.

"Uh-oh!" said Ben.

"You are such a Dweeb!" argued Gwen. "Fine, _I'll_ get us out of here." scoffed Gwen as she start rotating the symbol. For some unknown reason, the Omnitrix is not responding. She can't select the forms or press the core to transform.

"Omnitrix? Wake up!" yelled Gwen. It beeped and the symbol starts flashing white.

"* **loud yawning*** _What is it? I was trying— Where are we?!_ " asked the Omnitrix after scanning the area.

"We're inside the video-game because Doofus merged the TV as Mecha Merge, deleted my scores and he took us with him when the lightning zapped him." explained Gwen.

" _Did Ben screamed like a girl? 'Cause electricity is the Galvanic Mechamorph's weakness, due of being a living metal_." asked the Omnitrix.

"Shut up, Omni-Dweeb!" snarled Ben.

"Now that you're awake, it's Hero Time!" Gwen slapped the core but still nothing happen. She did it again, again and again.

" _STOP THAT! YOU'RE GONNA BREAK IT!_ " panicked the Omnitrix.

"Argh! I think the video-game did something to the Omnitrix & Copytrix, the same thing with Kevin's powers." grunt Gwen in annoyance.

"Hey, Omni-Chick. The Codon Stream you talked about yesterday. Is it still connected to the Omnitrix and Copytrix?" asked Kevin as they began to walk around the town, collecting coins and other items while Ben tried to summon his Mana but like Kevin, the Game removed it.

" _Yes. Like I said, the Codon Stream is very powerful that, even inside the video game, it's still connected to me and that silent jerk_." answered the Omnitrix.

"But then why can't we transform?" asked Gwen.

" _I don't know. If this is the video game, it must've changed the rule of wielding the Omnitrix. Maybe you must obtain something to fully activate the Omnitrix._ " she added.

"How long are we gonna last without Upgrade!?" panicked Gwen.

"Don't blow a brain gasket, Dweeb! I played this game a million times." smiled Ben as he went ahead. "Nothing could surprise me—" Suddenly a massive version of Robo-Sumo squashed Ben and several coins spilled out from the impact.

"BEN!" exclaimed Gwen and Kevin in horror. The coins rose up and disappeared then a pillar of light appeared behind them and Ben got materialized.

"Ugh... I never wanna do that again!" moaned Ben as he placed his hand on his forehead then rubbed it. One of two yellow orbs on Ben's chest plate vanished, leaving only one left. Gwen noticed then gazed at her shoulder pad then Kevin's chest plate. They have only one yellow orb as well.

"We're each down to our last Live! Something tells me if next time we get blasted apart again, it'll be for keeps!" said Gwen with fears as Ben looked at his chest for his Life Counts.

"How quick!?" exclaimed Kevin.

Then the mega Robo-Sumo stood up from the crater and swung its fist at the trio, which they quickly leapt to safety. It start pursuing them as they run for shelter but more Robo-Sumos emerged from the houses and surrounded them. Gwen instantly kicked two Robo-Sumos aside while Kevin bored his fists through them then Ben evaded one and took it out with his elbow but one of them tackled him forward, sending him stumbling on the dirt. He sat upright as Gwen defended her cousin as he recovered.

"Aw, man. There's too many. We need to find-" Ben looked up and saw a rectangle box floating in mid-air, rotating in circular motion. "A Power-up Box!" exclaimed Ben then he quickly leapt his way up.

Gwen smacked them away then Kevin tapped her shoulder, she looked at him and he pointed his finger up. She looked up and saw where Ben is heading so they all jumped up to the platform. Ben landed on the box and it disappeared, replacing it with two Power-ups.

"Dibs on the Sumo Samurai Sword!" said Ben as he grabbed the coin with the image of a katana and wield a powerful sword with wide blade. He leapt down and engaged the Robo-Sumos, who then got instantly severed in half by Ben's new sword.

"After you, sweet angel." smiled Kevin as he bowed.

"S-Sweet Angel?! Oh, Kevin!" blushed Gwen as she placed her hands on her cheeks and sway her body timidly. Then she realized something. "What about you?" she asked.

"I think I found the answer to my powers." he said as he saw a floating rock with 3 small rocks orbiting around it. He went after it while Gwen grabbed the coin and gained a piece of paper. She grabbed it and observed it for a while.

Ben easily chopped down all the Robo-Sumos then a falling meteor smashed the rest of Robo-Sumos. Kevin emerged with his body covered in rock-like armor then morphed his arm into a blade and slashed the last Robo-Sumo.

"Hey, you got your powers back!" smiled Ben.

"Yeah. I have to find a floating rock which act as a power-up for my matter absorption." explained Kevin.

Then the mega Robo-Sumo arrived and raised its arms to smash Ben and Kevin until a spinning blur zipped past its wrists and its fists got severed off its arms. Both Ben and Kevin become surprised and turned around to find Gwen landing on her knee and hand.

She had her hand extended out from her left and the spinning blur was caught in her hand, revealing it to be a mega shuriken. She leapt up, swung her shuriken and sliced the mega Robo-Sumo into two.

It collapsed then a wall of light appear with text messages: _Boss Bonus: 100,000 pts._ Gwen landed on the light and it faded away. She stood up and faced the others as she lifted her hand and caught her shuriken like a pro.

"Whoooa! How did you learn to do that?!" asked Ben. Gwen swung her shuriken and sliced the Robo-Sumo who tried to sneak up on her.

"I read the instruction." she answered playfully. Ben turned around and saw another Robo-Sumo but got smashed by Kevin's hammer.

"This game came with instruction?" asked Ben, perplexed.

"You didn't know?!" asked Kevin in shock. "All video-games came with instructions." argued Kevin.

" _Maybe Ben lost it in the mail._ " joked the Omnitrix.

"Hmph!" scoffed Ben as he crossed his arms and look away.

"Hey, princess, if you see other power-up boxes, let me know." smiled Kevin.

"P-P-Princess!? Gosh... I— ***gasp***!" gasped Gwen as she found something. She leapt forward and found a yellow platform. "The Dojo! We can use it to get to the next level!" waved Gwen to the other. They catch up to her and Ben looked at his cousin.

"I knew that." he said and she frowned.

" _Suure you do._ " scoffed the Omnitrix. They stepped on the Dojo as more Robo-Sumos arrived and the Dojo got levitated its way up in the sky, causing the enemies to fell into the hole. They stopped on the level where there are multiple floating platforms orbiting around a large Japanese temple.

"Okay, Mr. Sumo-Slammer-Samurai, what's the plan?" asked Gwen. Then more Robo-Sumos arrived but they are aerial type and discharged fireball from their furnace-like torso. They quickly evaded and Kevin loses the armor for more mobility.

"Moving and staying alive! Duh!" answered Ben as they start jumping on the platforms. They gave chase after the trio and Ben instantly sliced the closest one, causing its severed body to explode.

More came and open fires, forcing them to keep running. They arrived at the next platform where they found another Power-up Box. Gwen turned around and threw her weapon at the enemies while Kevin aerial-jabbed those who are in his range. Ben took his chance to leapt down and sliced the box in half. In its place was a black coin with a teal diamond symbol. The silhouetted figure in the center has a large head, short arms and legs, and has a tail.

"Hey, that's look like Spitter! I wonder if..." Ben jumped up and touched the coin. It released a teal light then merged into the Copytrix. He landed on his knee, held up his arm and grabbed the ring dial. The Copytrix changed its faceplate from hourglass to diamond, regaining its teal color as the same icon appears.

The core popped up and Ben slammed it down, becoming an embodiment of teal light. In his place was a big green puffer-fish-lizard-like alien with green eyes on both side of his head, has 3 spikes on both top and bottom of his head, and gained samurai armors similar to the Robo-Sumos and wore the Copytrix symbol on his belt clasp.

" **Spitter!** Alright! Now it's time for some spittin'!" chuckled the Spheroid then a large sumo appeared and landed on the platform near Spitter. Spitter gave a wide smile as the Sumo was the main character of the game.

" **Ishiyama!** " exclaimed Spitter in awe.

"How did you know my name, strange creature?" asked Ishiyama, suspicious of Spitter for knowing his name when they never met.

"I'm your biggest fan! I know all your stats!" answered Spitter in awe. "You weighed 527 pounds; you have 7 Strength rating, 9 Intelligent, 8 Agility..."

"Silence! Are you or are you not a Shape shifter?" asked Ishiyama.

"Sure, I guess you can say that." said Spitter.

" _Idiot!_ " scoffed the Copytrix in a low voice.

"Then...you can only be my arch-enemy, **Kenko!** " frowned Ishiyama then he raised his foot. "Sumo...SLAM!" shouted Ishiyama as he slammed his foot, releasing yellow arcs as the platform shattered into pieces and Spitter began to fall.

"NO! WAAAAAAAAAIT!" cried Spitter as he fell.

Before he crashed on the platform, he quickly vault over, puffed up his head like a balloon then spew a powerful burst of acid goo, propelling him backward and landed on the next platform. He looked up and gasped as Ishiyama landed on the platform with all his might, sending the Spheroid flying through the sky.

"Wait! I don't wanna fight you!" panicked Spitter.

"You can't trick me, Kenko! I will not rest until you are defeated as my swore task!" said Ishiyama.

Spitter landed on the Pyro Robo-Sumo and accidentally tilted it down to fire its fireball at Ishiyama, who quickly leapt up to the platform. They both landed on separate platforms.

"But I'm not Kenko! I'm Ben, I'm a good guy!" Spitter tried to explain.

"Forgive me if I don't believe you." said Ishiyama as he gave out a yell when he leapt up and slammed his fist against the ground, sending a powerful rockwave. Spitter quickly leapt up, puffed up and spews a burst of slime at Ishiyama. It doesn't hurt him but at least it immobilized him and pushed him back. He broke free and wiped the slimes off as Spitter land on his feet.

"It's true! I owned every Sumo Slammer comic books, doubles on every Trading Cards, I even ate your cruddy cereal!" Spitter explained. **(A/N: Oh, brother! *face-palmed*)**

"I shall not be confused by your 'double-talk'." Ishiyama made a super-leap and punched the floating platform, destroying it and sending rain of debris down on Spitter. As the debris buried Spitter and Ishiyama, Gwen and Kevin arrived to saw the battle.

"Was that Ben?!" asked Gwen.

" _He transformed into a Spheroid! But how?_ " asked the Omnitrix.

"We got a bigger problem. It's seems Ishiyama had mistaken Ben for Kenko." said Kevin.

He noticed a Power-up Box next to him and touched it. Two coins appeared, one has a bow and arrows and the other is a green coin with the silhouette of a Lepidopterran. Kevin grabbed the yellow coin and wields the said weapon.

"I got the Sumo Arrows, sweet angel. Grab that coin of your alien." said Kevin.

"So that's how you transform. The aliens have been turned into power-ups." said Gwen. She grabbed it then the green energy merged into the Omnitrix core. The white core turned green and changed shape to reveal the icon as the core popped up.

" _YES! We're back in action!_ " cheered the Omnitrix.

"It's Hero Time!" cheered Gwen as she slammed the core and transformed into a Lepidopterran who wore the same samurai armors as Gwen and wore the Omnitrix symbol on her forehead.

" **Stinkfly!** " squealed the Lepidopterran. Kevin smiled at the sight of her beauty but then smell a foul aroma.

"Oh man! You reek!" groan Kevin as he covers his nose and fan the scent away with his right hand.

"I know." smile Stink Fly timidly. Then they saw multiple Pyro Robo-Sumos approaching and they open fire.

Stinkfly grabbed Kevin's arms and quickly flew away. They flew up the sky but they got surrounded. Stinkfly threw Kevin up then she inhaled deeply and pukes a powerful cannon of slimes at the first Pyro Robo-Sumo then swung it into the others, destroying them at once. Kevin somersaulted and kicked the robot down then landed on the other.

He then leaped forward and karate chop the robot then roundhouse kicked the second away. Stinkfly zipped through the sky, spinning vertically like a top and slashed through the Pyro Robo-Sumos then charged toward the incoming Pyro Robo-Sumo then fired a series of acid gunks from her eyes, splattering its furnace and ignited, causing a small explosion that destroyed the robots. Ishiyama heard the explosion, turned around and saw Kevin and Stinkfly easily destroying all the robots.

"Who are these magnificent warriors?" asked Ishiyama as he watched the battle. Spitter stood up and saw who he was referring to.

"That's no magnificent warrior, that's just my goofy cousin and her boyfriend." frowned Spitter. Kevin landed on his feet and readies his Sumo Bow while Stinkfly flew up in front to defend Spitter.

"Back off, he's with us." said Stinkfly as she did a martial arts stance.

"I can take care of myself." scoffed Spitter as he folds his arms.

"Really? For a moment there, I thought you got schooled by your favorite Sumo Slammer." chuckled Kevin.

"So you are, indeed, related to this...creature?" asked Ishiyama, surprised.

"Please, don't remind me." smiled Stinkfly and Spitter scoffed in annoyance. "I am Gwen and this is my boyfriend, Kevin." she introduced themselves.

"I am Ishiyama." bowed Ishiyama. "You two fight like champions, Warrior Kevin and Warrior Gwen." Then he turned around to see more Pyro Robo-Sumos coming hot.

"That's nothing. I'll show you a REAL champion." boasted Spitter as he gave a mighty leap and puffed up then spew all the robots easily but in the middle of his attack, his Copytrix start beeping in such faster rate and instantly morphed back into Ben

"Probably should've see that coming!" cringed Ben as he fell and landed on the Pyro Robo-Sumo. He almost fell off until he grabbed hold of its head. Stinkfly instantly flew across the sky and start firing her goos at the Pyro Sumo-Robo while Kevin used them as footings.

"Hang on, Benji. We're coming." smirked Kevin.

Stinkfly's Omnitrix start beeping and she instantly morphed back into Gwen but she somersault, kicked off the robot, grabbed Kevin and they start spinning in unison like a drill, boring through multiple robots.

"I gotta read those instruction." moaned Ben.

The last robot behind him exploded as the couple emerged and landed on two Pyro Robo-Sumos then Ishiyama, who suddenly grew massive and bulked, leapt up and destroyed the robot with his fist, sending Ben falling to his doom but Gwen caught him and they leapt back down on the next platform. Ishiyama landed in front of them then his body shrunk back to its original physique.

"Your skills are impressive." smiled Ishiyama.

"Thanks. Coming from you, that's quite a—"

"Not you, jester! Warrior Gwen." answered Ishiyama.

"That's my girl." smiled Kevin as he patted Gwen's shoulder.

"Aw, man!" whined Ben in disappointment.

"Thanks." smiled Gwen with a big smile.

"So, what are you two waiting for? One of you transform into Upgrade and zap us out." asked Kevin.

"I can't! Only the Spitter icon was inside that trunk. Mecha Merge or Upgrade can be hidden anywhere, on any Level." said Ben as he rotated the Copytrix and, just like he said, he only have Spitter.

" _Like us. We only have Stinkfly for now_." add the Omnitrix quietly so Ishiyama won't hear her. Gwen pulled out a small paper and unfolded into a map.

"Not anywhere." she said. "Looks like it's in Level 13 in the arena."

"Level 13, the final level?" asked Kevin.

"We'll never make it all that way. Unless..." He gave a grin and looked at his hero. "Do you know any cheat codes that'll get us there quicker?" asked Ben.

"A sumo never cheats!" said Ishiyama as he shook his head and his finger side-to-side then he placed his half-bend finger on his chin. "However, I do know a shortcut but the journey is treacherous." warned Ishiyama.

"I guess we don't have a choice. Thank you very much." said Gwen as she and Kevin glared at Ben, who frowned back.

* * *

Later, they entered through the door and went inside the temple. They trek through the hall...

"From what land you were hailed, Warrior Gwen?" asked Ishiyama and Kevin loved that title. Unlike Ben, he has no pride as having Gwen as his soul mate is enough reward for him.

"It's...kinda hard to explain." said Gwen. Ben looked around then stop to see various items inside the room.

"Whooa! I never seen this part in the game." said Ben as he ran to catch up.

Unbeknownst to the young Anodite, a mysterious figure lurked in the shadow and two glowing yellow eyes formed a frown as a growl was heard. Ben continues running until he stepped over a panel and it sank into the floor.

Everyone turned to the source of the sound then looked ahead and saw the door was closing. Ishiyama's body released a yellow light and went massive again. He charged toward the closing door then used his bare hands to stop the doors from closing. Ben, Gwen and Kevin ran to the next room then Ishiyama released the door and ran inside as it shut behind him. He reverted and gazed at the closed door.

"Game? This is no game!" complained Ishiyama. "The fate of entire Sumo World hangs in the balances."

"I know, I know. I read the back of the box." smiled Ben proudly and both Kevin and Gwen stare at Ben in disbelief.

"The back of the box?" asked Ishiyama in complete confusion. Gwen grabbed him and yanked him away from Ishiyama for some private talk.

"Benji, did your parents drop you on the head when you were born? Or are the male Anodite naturally STUPID!" yelled Kevin quietly as he waved his hands around.

"Huh?" asked Ben.

"Don't you get it, Ben? Ishiyama doesn't know he's programmed in the game. This is all real to him." explained Gwen but Ben shows to pay no attention as he saw another Power-up trunk above.

"A Power-up Trunk!" smiled Ben as he shoved his cousin and best friend aside, leapt up and punched the trunk, releasing a coin that dropped down and was caught by Gwen, which transformed into a bo staff.

"Thanks for the Sumo Staff." smiled Gwen. Kevin looked to his right and saw a large gear with three small gears orbiting around.

"Aw, yeah! Heavy metal time!" grinned Kevin as he touched it then gain metal armor on his body. Ben noticed a secret door opened and inside are 5 Copytrix icons.

"Who needs it? I hit the Copytrix jackpot!" smiled Ben as he ran inside to grab one.

"Careful! One may be a tra—" Ishiyama's warning failed as Ben recklessly grabbed the Copytrix coin and it transformed into a red energy bolt which rocketed over Ben and zapped Ishiyama, vaporizing him. Then Ishiyama materialized behind them.

"It was her fault!" said Ben as he pointed at Gwen.

"Oh! As if!" frowned Gwen.

"You are no game pro, Benji." sighed Kevin. Ishiyama's Life Count on his right gauntlet has reduced to two.

"It matters not. My Life is nothing in the quest to stop Kenko." said Ishiyama as he went ahead.

"Now that's a real warrior." said Kevin while the cousins exchanged glances. They continue their travel until they arrived inside a huge room where a large statue of some creature with its eyes glowed red.

"The Chamber of Gamow will grant access to the level of your choosing but only if you solved their riddle." explained Ishiyama. **(Sorry, don't know how it spell)**

" _The key is your weapon, but only by sight. When utter as vowel, it gestured polite._ " said the statue.

"What do you suppose it means?" asked Gwen. Kevin began to think for a while and Ben just shrugged.

"Beats me." he said then a familiar Copytrix beeping sound was heard. "But I do know what that means!" smiled Ben as he walked toward the nearby pillar. In front of it is a true Copytrix coin and it has the silhouette of a Arburian Pelarota.

"Bet ol' Cannonbolt will impress Ishiyama." smiled Ben as he approach the icon.

Suddenly the pillar flashed blue and transformed into a serpent-like dragon with yellow eyes and wore some kind of armors on his torso. Then he flew around Ishiyama, Gwen and Kevin and wrapped them with his tail. Ben quickly evaded his tail and can easily guess who that dragon is.

"Let 'em go, Kenko!" ordered Ben.

"Tell me about this Upgrade Icon, boy!" demanded Kenko. "Or your friends will pay for their lives." growled Kenko.

"Tell him nothing!" ordered Ishiyama.

"He's right, Ben! We can't let Kenko loose in the Real World!" grunted Gwen as Kevin struggled to break free.

"The Real World? Yet another domain to rule with an iron fist." snarled Kenko.

"No way! But I'm gonna show you a _real_ Sumo Slamming!" Ben quickly ran toward the Cannonbolt Icon, leapt up and drop-punched the icon. His body released a bright teal light then emerged as a Arburian Pelarota but wore a sumo uniform with a small sumo hair sticking out of his head.

" **Cannonbolt** style!" said Cannonbolt as he stood heroically then he spin jumped into the air then rocketed down on the ground, bounced up to the ceiling then dove down toward Kenko. Kenko released the others and retreated while Ishiyama grabbed Gwen and Kevin then jumped away as Cannonbolt crashed into the ground. He emerged climbing out of the hole. "Okay... Maybe too much slamming." he said.

"I will leave you to my henchmen while I find the Upgrade Icon." said Kenko as he fled. Then multiple mysterious masked beings phased out of the wall and ceilings like demon.

"Warrior Kevin, your Sumo Bow!" shout Ishiyama.

Kevin pulled out 5 arrows, placed them on his bow, pull it back then fired them at the masked demons. They got hit and disintegrated. More appear behind the Osmosian Hybrid but he morphed his arm into a blade and sliced them in half.

Gwen spun her staff then flawless jabbed all the demons then she smacked one of them against the hidden Power-up trunk and revealed the Omnitrix Icon with the silhouette of a Tetramand.

"Oh yeah!" grinned Gwen as she did multiple backflip, evading the demons aerial attacks then landed on the icon, releasing a green light then emerged as a Tetramand with black samurai armors and wore an armored helmet with the Omnitrix symbol on.

" **Four Arms!** You are in trouble now!" grinned the Tetramand as she clapped her hands hard, sending sonic blast that send them crashing through the wall and got defeated. Ishiyama powered-up, leapt up and smashed the demon against the ceiling with his fists then squashed the other beneath his feet.

A floating text appears: _1,000 pts_. Then a Shogun-type demon appeared before Ishiyama and dropped in fighting stance, challenging Ishiyama. They both charged toward each other and collided, releasing a blinding light.

* * *

# _Real World_ #

Grandpa Max woke up from his sleep and began to search around for Gwen and co. in the Rust Bucket.

"Ben? Gwen? Kevin?" asked Max but no one answered. He then noticed the game was still on and playing. "How many times I've told you guys to shut this thing off when you done playing with them?" said Max as he pressed the button on the controller.

* * *

# _Sumo World_ #

Kevin smacked the demons away then leapt up and reaches for his arrows until he suddenly froze in mid-air. The world suddenly froze as well. Ishiyama had stomped his foot against the ground, sending rock wave that pushed away the Boss while Cannonbolt remain upside down out of his Sphere Mode and Four Arms was struck in running stance. A word "Pause" appears on the upper left corner of the game screen then fade away.

"Whoa! What happen?" asked Kevin.

"I can't move! What's going on here?!" asked Four Arms in confusion.

"Grandpa must be messing with the control!" answered Cannonbolt. "If he shut it down now, he'll delete us along with the game!"

* * *

Back in the Real World, Max was about to push the Power button until 3 voices cried out.

" _GRANDPA! NO! DON'T SHUT US OFF!_ " Max got startle by the cries then sat down as he gazed at the screen.

"Ben? Gwen? Kevin? Is that you?" asked Max. He wore the headphone then glanced over his shoulder. "Ugh... Please tell me this isn't one of those hidden camera show?"

* * *

After some explanation...

"...So now we need to get the Upgrade or Mecha Merge Icon on Level 13 so we can get out of this game." Cannonbolt finished explaining.

" _There's must be some way to help you guys. Oh, maybe if I push this—_ "

"NO!" cried the trio.

"I-I mean, hit Resume and don't touch anything else. And leave the rest to the game pro. And Ben." smirked Four Arms. Kevin and the Omnitrix laughed and Cannonbolt frowned.

"Oh, hilarious." scoffed Cannonbolt in sarcastic tone.

" _Okay. Here she goes._ " Grandpa Max pressed Resume and the game flashes. Now everyone start moving again and they quickly react to where they left off.

* * *

Max grabbed an instruction book of the game. It has Ishiyama and a blue-skinned, blue haired warrior glaring at each other with the title.

"Huh... 'Sumo Slammer Smackdown.'" Max read the title then he open it and start reading.

* * *

Back in the game, multiple demons got knocked away by the charging armor sphere then Four Arms ground pound down, sending them flying in the air. Ishiyama leapt up, his feet become covered in orange aura, somersault and dove down.

The Boss's fists become covered in energy aura with the wall of energy sparks formed around him then rocketed up toward the descending Ishiyama. Two flaming comets collided and Ishiyama won the clash as he pushed the Boss down with his feet and stomped him against the ground, shattering the floor completely and somersault back to safe footing as the Boss fell into the void then disappeared in a flash of light.

Ishiyama landed near the hole and dusted his hand. Cannonbolt was tackling the demons aimlessly that he accidentally hit Ishiyama's back and send him falling down the void. Cannonbolt, Four Arms and Kevin ran to the hole and look down. Ishiyama then materialized behind them and crossed his arms as he stares at Cannonbolt.

"Heh... My bad." said Cannonbolt and Kevin face-palmed

"Nice going, Round Boy! Now he's down to his last Life." complained Four Arms as she pointed at his Life Count and it reduced to one.

"We still need to answer the Gamow's riddle if we are to continue our quest." said Ishiyama as he glanced at the statue.

"'The key is your weapon but only by sight. When utter by vowel, it gestured polite.'" Four Arms repeated the riddle.

"It means our weapon?" asked Kevin as he dissolved his armor when it took too much damage. Four Arms looked at Kevin's Sumo Bow then she gasped.

"That's it! Your weapon is bow, Kevin!" smiled Four Arms.

"I get it! When utter by vowel, it means bow." said Kevin as he bowed down. The statue suddenly bowed and poured water out of its forehead. It splashed on Kevin and everyone become surprised by that. Kevin groaned in annoyance as he got wet then suddenly his body glowed orange and he instantly grew taller and very fat, like a Sumo.

"That's...unexpected." winched Four Arms.

"HA HA HA HA HA!" laughed Cannonbolt as he placed his claws on his stomach. He continue laughing then approach Kevin. "Whoa, looks like _you've_ been putting on a sumo feed bag." he laughed.

"Says the original fat head." frowned Kevin as he gave a powerful stomp, sending orange shockwave that struck the statue, traveled up to its head and caused it to spilt into two, separating and revealed a Dojo.

"The Dojo!" smiled Four Arms. They all quickly jump on as it got levitated by the pillar of light.

"Oh sure. When I bust something, it's all silence airs. But when _he_ bust something, he's a hero!" scoffed Cannonbolt as he folded his arms and Kevin reverted back to normal. They finally arrived at Level 13, where the arena was located in the orbit of Sumo World.

"The Arena of Sumo Warrior." smiled Ishiyama.

"And the sight of your final defeat, Ishiyama." said the voice of Kenko, who shape shifted into a golden dog-like dragon statue and approached the heroes.

"Bring it on, Kenko!" growled Cannonbolt as he curled up into an armored sphere and leapt toward Kenko but his body suddenly released a flash of red light and Cannonbolt morphed back into Ben.

"WAH!" yelped Ben as he crashed on Kenko the stumbled down the stairs. He recovered and gazed at his Copytrix. "Ugh... You know, for a watch, you have a lousy sense of timing." groaned Ben then he quickly leap away before Kenko crushed him. He regrouped with the others and Four Arms reverted as well.

"Ugh! We need to find the Upgrade Icon. Ben, go find it while we hold him off." ordered Gwen.

"No! Gwen, you find the Upgrade Icon. We'll cover you." frowned Ben as he stepped up and wield his Sumo Samurai Sword.

"But—" Kevin placed his hand on her shoulder.

"Ben is not thinking about impressing Ishiyama now. He wants you to find that Icon while we hold them off. Beside, your Sumo Staff has no effect on Kenko's form." explained Kevin. Gwen stares at Kevin then she frowned and nodded.

She ran off to the group of trunks while Ishiyama, Ben and Kevin charged toward Kenko. Ishiyama jumped with Kevin on his back and shoot all of his arrows at Kenko but he easily slashed all the arrows then somersault and slammed them back into the stairs, sending dust cloud as Kenko landed on the ground in his original form, resembling the one from the guide book.

He turned around and saw Ben leapt toward him and swung his sword at high velocity but Kenko easily blocked the sword then smacked him into the ground. Gwen arrived at the trunks and start breaking them with her staff.

"No. No. No. No." said Gwen as she continue breaking them but found nothing. Ishiyama pushed the debris off and Kevin recovered. Ben stood up and look around.

"Where's Kenko?" asked Ben.

Suddenly Kenko appeared in the form of a feathered Pteradactyle, grabbed Ishiyama's shoulder and carried him off the ground then slammed him against the wall. Kevin start shooting his arrows but he dove toward him and lunged his talons. Kevin ducked but his bow got destroyed as Kenko flew upward. Ben used his sword and threw it like a boomerang. It slashed through Kenko's wings and he screeched in pain.

The sword turned around and flew back toward Kenko but it got blasted by a blue fire breath as Kenko emerged in his dragon form. He glared at Ben and Kevin then Ishiyama appeared and stomped Kenko against the arena then he slapped his arch-rival down with his tail. Ishiyama crashed on the ground then struggle to stand up. Ben and Kevin went to help him but Kenko grabbed them all with his tail.

"I would've expected more of a challenge from the great Ishiyama." sneered Kenko.

"Our battle is not over until one of us still stands." frowned Ishiyama.

"No! No! No—Wait, yes! Come to Mama!" smiled Gwen as she found the Upgrade Icon. Before she can break it, Kenko saw her and swatted her away then morphed into his original form as he approach the icon.

"Your power is mine." said Kenko.

As the pillar of green light rose the icon up and, before he can grab it, Gwen pulled out the piece of paper, folded it into a shuriken and threw it at Kenko. He bends backward but it caught his hair and impaled him on the wall. He growled as he pulled the shuriken off then Gwen grabbed the Upgrade Icon. It becomes a sphere of energy then flew around until it went into her Omnitrix. The Omnitrix beeped as the core is activated.

"Yes!" cheered Gwen but then gasped as Kenko raised the shuriken to delete Gwen but Ishiyama rammed him through the wall and released a huge dust cloud. He stepped out and smiled at Gwen then a sword ching was heard and Ishiyama cringed then vanished in a flash of light. Kenko was standing in the dust cloud with Gwen's shuriken.

"Ishiyama!" exclaimed Ben.

"NO!" cried Gwen and the Omnitrix. Kenko stepped forward and grinned at the trio.

"Your Sumo Slamming hero isn't here to protect you anymore." grinned Kenko as he raised his weapon to kill Ben and Kevin but a flash of green light blinded him.

" _I can take care of myself! And you, all alone!_ " frowned **Upgrade** with rage in her eye. " _Now we play by my rule, Kenko!_ "

Upgrade instantly stretched her body and rammed her fists against Kenko, releasing massive sparks from his armors. He morphed into a dragon and belched flamethrower at her but she formed a hole on her stomach and it went through harmlessly.

Then he morphed into his Pterodactyls form, only to get bashed by Upgrade's fists, which shape shifted into spiked mauls. He morphed back to normal then Upgrade cupped her hands together, morphed into a mace and smacked him across his face. The battle was so intense that it kicked all the dust in the air. As it settled, Upgrade appears in battle stance in the center of the arena with her fists shaped into spiked maces.

" _Come out and fight, Kenko! I thought you're a fearless warrior!_ " snarled Upgrade as she looked around.

"Gwen, calm down!" yelled Kevin.

"Yeah, Doofus. Quit finding Kenko and get us out of here before you timed out!" yelled Ben then Upgrade appeared behind them.

" _I'm right here, guys. Tee-hee._ " giggled the Galvanic Mechamorph.

"You won't be leaving without saying good-bye, won't you?" asked a familiar voice. The heroes couldn't believed their eyes.

"Ishiyama?!" exclaimed Ben.

" _But I thought you were—_ " Upgrade began.

"Ha ha! It takes more then Kenko to finished off my last Life. I only wanted to say that all three of you are superior warriors." smiled Ishiyama as he placed his hand on Upgrade's shoulder. "I only wish I could visit your world, and fight alongside with noble heroes."

"Whoa! Really?!" asked Ben in awe.

" _Wait a minute... Something's off._ " whispered Upgrade.

"What do you mean?" asked Kevin.

"Hey, Gwen. Maybe you can—" Before Ben finished, a pillar of light appeared behind Ishiyama and emerged a new player. It's a sumo who was fully bearded, wore the similar Sumo Samurai armor but black and has only one shoulder pad on his left with the gauntlet and 3 Life Counts.

"Sorry, Ishi. Your travel plan just got canceled." grinned the Sumo who sounds just like Max then he kicked Ishiyama into the audience seats, grind him through it and crashed on the ground.

" _Grandpa Max?!_ " asked Upgrade.

"Grandpa, what are you doing?!" exclaimed Ben as he placed his hands on his head. "He's a good guy!" he said as **Sumo Max** pinned Ishiyama down with his foot.

"Oh no, he isn't!" he said then leapt up to the hut in the center of the arena, pulled out the piece of the roof to reveal a hidden Power-up trunk. He smashed with his hammer punches, revealing an Icon with the image of bamboo cup.

He grabbed it, gaining a cup in his hand then held it out, tilted it over and shook it to sprinkle down a shower of salt. The salts touches Ishiyama as he stood up then released a blue light and emerged as Kenko. He turned around and growled at the heroes.

"KENKO!?" exclaimed everyone minus Sumo Max.

" _You DARE to trick us into bringing you to the Real World?!_ " hissed Upgrade.

"Let's get out of here before he succeed!" said Kevin and Ben nodded in agreement.

" _No! My grandmother never turned her back to those who are in need. And she will never let evil get away with it! I will fight him with honor!_ " said Upgrade then become a blob of living metal and bounced toward Kenko but he become a mass of shadow, zipped past Upgrade and manifested behind Ben and Kevin then grabbed them with his arm.

"Fortunately, I am not bound by such honor." grinned Kenko as the Dojo descended back to Level 12 with the others but Upgrade followed him. Kenko stepped away from Upgrade then made a threat. "Destroy me and they suffer the same fate.

" _I don't think so, Kenko! This game is OVER!_ " shouted Upgrade as she stretched her head toward Kenko and he slapped her but she splashed around him then oozes her way into his mouth and entered inside his body.

He released Ben and Kevin and they moved away from Kenko as his body start vibrating and clutched his stomach in pain then he exploded into pieces and flames. Ben and Kevin shield themselves then look at the destruction. They found Upgrade standing tall with her hands on her hips and in front of her was Kenko, who turned out to be a short old man who wore a battlearmor that made him younger and had shape shifting ability.

He shoved the shoulder armor off and charged toward Upgrade with the armor foot fell off his right foot. He jabbed Upgrade's knee several times then kicked it, which send his metal foot flying up and clanged on his head, knocking him out cold. With Kenko defeated, the Dojo stopped its descends and climbed its way back up.

" _Come on, Ben. Say it._ " smiled Upgrade.

"ARGH! FINE! You are the better Sumo Slammer Samurai! Happy?!" yelled Ben in complete annoyance and disappointment.

"Thank you, and for being so polite..." Upgrade created a 1-Up orb and Ishiyama got revived. Ben and Kevin smiled as well as Ishiyama, who gazed at his hand. Ben walked up to him as the Dojo arrived back on the arena.

"Come on, Ishiyama! Tell us; who is the great Sumo Warrior? Me, or Dweeb?" asked Ben as he pointed at himself then at Upgrade.

"Him." he answered as he pointed his finger ahead. The trio turned around and saw Sumo Max.

"Grandpa?!" asked Ben.

"Only a true Sumo Slammer will know how to use the cleansing power of Sumo Salt to reveal Kenko's deception!" explained Ishiyama.

"Ah, it was easy. I read the instruction." shrugged Sumo Max.

"Read the instruction!" groaned everyone but Ishiyama in disbelief. Suddenly the Omnitrix start beeping.

" _Gwen, the Omnitrix is timing out!_ " warned the Omnitrix.

" _No time for good-bye!_ " Upgrade grabbed Ben and Kevin and curled up into a Cannonbolt-like sphere then shrunk into microscopic size then disappeared in a flash of green light.

* * *

Back at the Real World, Max saw the TV start crackling and flashing then Upgrade emerged from the TV screen, bounced on the floor then leapt away as she released Ben and Kevin, who returned back to their original appearance then morphed back into her solid form and released a red light, morphing back into Gwen in her original appearance.

"Could you cut it a little closer next time?" asked Kevin with a smile. Gwen takes a look in her Omnitrix and rotated the ring dial. It moves from the icon of the Galvanic Mechamorph to Galvan and then Tetramand.

"Hopefully it won't be a next time." said Gwen.

" _True dat._ " nodded the Omnitrix. Ben checked his Copytrix and can see the icon of Spheroid, Pyronite, Polar Manzardill and Arachnichimp.

"I got all my aliens back." smiled Ben.

" _Now next time, no more merging with computer system as a Galvanic Mechamorph during the storm. That goes for you too, Omnitrix._ " ordered the Copytrix.

" _Hey, since when you're my father, jerk!_ " yelled the Omnitrix. Max look outside and saw the storm drifted away and the sun bathed down on the area.

"Well, it looks like it finally stop raining. How about you kids go and get some fresh air?" smiled Max.

"I could use a little Real World right about now." smiled Ben. They open the door and they ran out of the Rust Bucket, with Kevin being pulled by Gwen as she laughed.

"Heh heh. I thought they never leave." chuckled Grandpa Max as he resume playing the video game.

 **Richard: For my opinions on the episode " _Game Over_ ", it's actually one of my favorite episodes, next to " _Gwen 10_ ", " _Back With Vengeance_ " and " _Ben 10,000_ ".**

 **It was fun to see how the duo tries to survive the video game while the Omnitrix was handicapped by the game's rules. It feels like _Tron_ but with aliens.**

 **For the characters, I love how oblivious Ben was because he never read the instruction manual, thus he learns it on the fly but he feels humiliated because of how the manual makes Gwen and Max a pro. Ben also was shown to be very desperate to impress Ishiyama and be deemed as actual Sumo Warrior.**

 **Gwen, on the other hand, doesn't care about impressing Ishiyama and be deemed as Sumo Warrior. She's more concern of getting out of the video game in one piece. I also love how she teased Ben over her playing skills and had read the instruction before playing.**

 **For Ishiyama and Kenko, their role is somewhat reference to Samurai Jack and Aku, for Jack was destined to slay the villain to restore the land and is very honorable while Aku is a shape-shifting demon vowed to rule the world in an iron fist.**

 **Now on Omnitrix aliens. Four Arms and Cannonbolt's video-game designs were very cool and fits to the type of game they're in but I wish they include Diamondhead, Heatblast and maybe XLR8 to see their new looks.**

 **Upgrade is a representation of cheat codes, MODs and characters at Max Level. Because of his technokinesis and technology enhancement, Upgrade is like a deity of the video-games as he can bend the rules whenever he wants. He is the main goal in the episode as well since Upgrade is the only alien that can transport the heroes out of the game.**

 **In _Ben 10 (2016)_ , the Sumo Slammer returns in the second episode (which it's the reboot to _Rumble in Arena_ episode) but without Ishiyama and Kenko. Instead, the sumo characters were the avatars of Ben and Gwen.**

 **The concept of " _Game Over_ " was rebooted into the episode " _Xingo_ ". In that episode, Ben was watching his favorite cartoon, Xingo but was unable to get good signal because of the nearby electrical storm. Ben used Upgrade to enhance the antenna but get jolted by lightning, causing him to accidentally brings Xingo to real life.**

 **Xingo is a reference to the Mask and Freakazoid, two characters who have cartoon physiology powers but Xingo is the most uninteresting character, as all his antics and jokes were actually homage to the Looney Tune as well as the Mask for his dangerous side (as the original Mask is a psychopathic killer with cartoon powers). He's also very annoying when he talks.**

 **Xingo can only be defeated by other characters with cartoon physiology, which the Omnitrix briefly grants that when Xingo zapped Heatblast's Omnitrix symbol. Xingo was send back to the TV world and I learn there's an episode in second season where he returns.**

 **So when comparing _Game Over_ and _Xingo_ , _Game Over_ shows how the Omnitrix can still work inside the video game and the trend on game characters attempting to enter the Real World while _Xingo_ is just a poor attempt to make cartoon jokes with Ben 10, especially having Ben battling a character with cartoon physiology power**

 **The episode also shows that Reboot Ben has more childish demeanor then Ben, who is more into action series and video-games while his counterpart has a liking with wacky cartoon shows. However, Ben then gave up watching Xingo after gaining a strong dislike on his favorite character for almost killing Max and Gwen (though Xingo was programmed to make laughter).**

 **What both Ishiyama and Xingo shares in common was their inability to tell apart between reality and fiction. On Ishiyama's case, he's unaware that he's a video-game character and the whole event is real to him, even meeting Ben and Gwen was real to him.**

 **On Xingo's case, he doesn't know that the inhabitant of the Real World doesn't share the cartoon physiology and was unaware his jokes were lethal to them.**

 **That's my opinion and as a fan, Ishiyama is a well-created hero while Xingo is a Bugs-Bunny wannabe.**


	11. Chapter 11

**Chapter 11: Race Against Time**

 **Richard: Aw, man. It's so cringe and embarrassing… This is when I done the stupidest move ever: skipping the entire _Ben 10 Classic_ up to _Race Against Time_ event. I don't even want to talk about it so go and read it.**

* * *

The heroes continue their adventures. Calling themselves **Team Tennyson** , they began to battle many foes as they enjoy their summer vacation.

They had battled some foes such as the Great One and many other bizarre creatures and monsters.

Gwen's Omnitrix got malfunction during the visit at the water park and got stuck in the form of Grey Matter. Then a man, who was eager to prove aliens does exist, saw Grey Matter and, while Kevin and Ben are distracted, he kidnapped Grey Matter and took her to his home. He studied Grey Matter, treating her like she really was an alien, not knowing she was a DNA form.

Grey Matter tried to use her super intellect to escape and tried to contact her family by phones. She was unable to give the full address as the man caught her. Then he took a picture of Grey Matter with a sad look in her eyes then send it to the **Forever Knights** , a group of corrupted patriot who slain aliens who set foot on Earth and steal their alien technologies to become more powerful.

He hoping to get a big cash as well as spreading the news of alien existence but the Forever Knight, somewhat like the PLUMBERS, want to keep their existence a secret so they stole Grey Matter from him, kicked him out and plans to slice her apart to see her organs, her hearts, her digestive system and her reproductive system for studies.

Ben managed to use his Mana to trace the Forever Knight's Mana to their secret stronghold. With the combined teamwork, along with the man's help, they managed to rescue Grey Matter and, by following the little Galvan's super brain; they combined the following technologies and destroyed the Forever Knight's stronghold. The man left as he decide to give up proving the alien's existence as he almost got killed for it and the Omnitrix came back online and timed out, reverting Gwen back to her Human form.

Next, they visited a town where a circus took place. Ben revealed to have strong fears of clown as he refused to go inside the circus. The circus' ringmaster and star clown, **Zombozo** , began his show by introducing his stars, the Circus Freak Trio: **Thumbskull** , a powerful mutant who can bend a steel bar easily and he was called Thumbskull because his head shaped like a thumb and his hair has a form of a thumbnail, **Frightwig** , a female mutant who has the ability to command her long, powerful hair to crush anything or even scale up any vertical surface; and **Acid Breath** , the leader of the group who have the ability to exhale powerful toxic breath or spew vomit that can melt almost anything. Ben already got freaked out by Zombozo and ran out with Gwen chasing him, leaving Kevin and Max to enjoy the show.

While outside, Ben ditched Gwen and went to town, only to find Circus Freak Trio robbing the jewelry stores and carjacking. Ben used his alien #9, a blinded dog-like alien known as **Wildmutt** , to take out the phony goons. However, Thumbskull left during the fight and return with Zombozo. Wildmutt instantly got terrified by the presence of Zombozo and he got easily defeated then creeps under the water tower. Zombozo was upset because he was told they got attacked by a savage dog but sees Wildmutt like a scaredy cat. Still, he ordered his henchmen to take down the tower and buried Wildmutt, who managed to survived and reverted back into Ben. He met up with Gwen and explained what happen then they ran back to the circus, only to find it missing and the civilians are dazed, sad or confused. Even Grandpa Max was effected and Kevin was nowhere in sight.

Grandpa Max managed to drive them all the way to the circus next stop but passed out by depression and almost crashed the mobile home, if Ben hasn't used his Mana to stop. Then Grandpa Max revealed that Zombozo is some kind of zombie-vampire-like mutant who can feed off the joy of the people. They arrived the stop and managed to defeat the Circus Freak Trio with **Upgrade** and **Turbo** but when they enter the tent, Ben got separated from Gwen because his phobia went out-of-control, leaving Gwen alone. After many twist and turn in the bizarre hallway, she manages to arrive in the center of the tent and confronted Zombozo.

Zombozo explained to Gwen about his source of powers, the machine that can suck people's joys once they are laughing and store it into the machine, which in turn, plugged into Zombozo's back and transfer all the joys into him, feeding him and make him grow very powerful. He even gain limited flight capability and several other bizarre powers. She demanded Zombozo to give back Kevin, only to find him drained of joy and Ben was petrified on the corner, unable to help. Something inside Gwen snapped and she transformed into **Ghostfreak**.

Disturbingly, Ghostfreak behave very sinister, sadistic and violent as she start pounding Zombozo mercilessly and completely terrified him by ripping her skin open and revealed her tentacles, which cause Zombozo to scream then puffed up like a balloon and exploded into confetti. Regaining her senses, Ghostfreak was freaked out as she felt like she was not herself. After destroying the machine, all the joy returned back to the original owner and everything returned to normal.

A week later, Team Tennyson was invited to a wedding of Ben and Gwen's uncle, **Joel Tennyson**. He is marrying a beautiful woman named **Carmine Mann** who, told by Grandpa Max, was a **Lenopen** , or **Sludgepuppy** as the PLUMBERS called them. They are the race of slime-like alien organism that, just like Anodite, can adapt human form. Several Lenopens are against the wedding, even Joel's parents, but Team Tennyson prevent the dangers and the couple got married; forming a peace treaty between Earthling and Lenopen. Ben and Gwen even got the chance to meet **Lucy Tennyson-Mann** , a Lenopen younglings and Carmine's cousin.

The next week becomes the worst. Due of Gwen using Ghostfreak from time to time, something is lurking within the Omnitrix's DNA Matrix. When Gwen transformed into Ghostfreak when battling the Circus Freak Trio, who continued their operation without their boss, Ghostfreak went mad and start terrifying everyone in her path. Finally the Omnitrix timed out but when Gwen looked up, floating above the heroes was a male Ectonurite named **Zs'Skyar**. He revealed himself to be the Ecto Lord who got scanned into the Omnitrix by accident when a female Chimera Sui Gerenis was collecting DNA Sample from a **Florauna**. He managed to get the Circus Freaks to obey him (after possessing Thumbskull for some tortures) and attacked the heroes. Zs'Skyar then possessed Ben, giving him black eyes with purple pupils. Zs'Skyar-Ben attacked Gwen and Kevin by using **Tetra Arms**. Luckily, Grandpa Max, who suited up in PLUMBER armor and armed himself with an Anti-Ectonurite **Sun Gun** that fired solar light that forced Zs'Skyar out of Tetra Arms, who reverted and passed out in progress.

Gwen began to battle Zs'Skyar as **Wildcat** but failed as Zs'Skyar ripped his chains off and tore some of his skin off, transforming into a Grim Reaper-like form with his skull visible from the hood. He open his chest and fired a dark spore that pulled Wildcat into the darkness. Timed out, Gwen struggle to evade Zs'Skyar's vicious attacks until the Omnitrix has recharged and she transformed into **Firefly**. She used her tail to unleash a powerful burst of light, bringing herself out of darkness and burned Zs'Skyar into ashes. This conclusion had a price; Since Zs'Skyar escaped from the Omnitrix, Gwen lost Ghostfreak, reducing her available alien counts to 15.

Then the **Galactic Enforcer** , a superhero-like team of aliens who protect the galaxy during the PLUMBERS retirement, arrived on Earth when Team Tennyson battled against Six-Six's brother, **Seven-Seven** and the thug, **Vulkanus** , who got stranded on Earth because the PLUMBERS destroyed his starship. Team leader, **Ultimos** , a Superman-like alien, was amazed of Gwen and Ben's ability to shape shift into any aliens so he recuited them to be part of their team. The female Tetramand, **Tini** , immediately become BFF with Gwen and gain a crush on Ben because she saw his Tetraarms form in action, causing **Synaptak** , the brain member of the team, to grow jealous while Ben is freaking out. Ben wore the Galactic Enforcer uniform and compliment about how cool he looks.

After stopping Vulkanus and Seven-Seven's evil plan of stealing the **Element X** (a powerful item that has a power of 50 megaton) and defeated them using Gwen's Alien #14: **ConquerFrog** the Incursean, Ben managed to forced Synaptak to reveal his feeling to Tini, which begins their relationship then Gwen stated that the Galactic Enforcer can go on without them because they felt they are making everything so easy, not letting the original members to give out their fullest. Ultimos smiled and bid farewell as they left Earth as well as thanking them for helping them capture the Sotoraggian and Vulkanus.

During the month of August, Ben encounters a 14-year-old silver/purple-haired girl named **Hope**. She may be Human but she managed to tap into her own Mana, allowing her to cast many Mana techniques, including creating a horde of stone creatures based on certain animal. She trained Ben on mastering his Anodite powers as well as teaming up to battle Hex, who somehow escaped from prison. Ben defeated Hex using his Mana powers, only to discover that Hope was Hex's niece. She disappear before Ben can react then she casted a spell that allow her to switch body with Gwen before Ben defeated her with Alien #15; **Echo Echo** the Sonorosian. The police took Hope alias **Charmcaster** , who has Gwen's mind, to prison, much to Gwen's confusion.

Meanwhile, Gwen, with Charmcaster's mind, start hitting on Kevin, flirting him and tried to persuade him to locate the **Charm of Keystone** , so she can restore the relics Ben had destroyed. Kevin completely fell for Charmcaster's persuasion and succeeded of locating the Charm of Bezel and re-created the Charm of Telekinesis, Life, Fire and Unknown. Gwen, using Charmcaster's bag, summoned several Stone Bats to break out of prison and race her way back to her family. She ran into Ben, who immediately attacked her until he read her Mana.

After quick explanation, they managed to located Charmcaster and Kevin then Ben used his Mana to reverse the spell, returning them back to their original body then Kevin punched her lights out. The police arrived and took Charmcaster, for real this time, to jail. As for the Charm of Bezel, Ben decided to keep them until he can find a better place to hide it from Charmcaster and Hexlord (though he has no plan of using them).

On Monday, Grandpa Max decided to visit his old friend and a retired PLUMBER, **Wes Green**. As they arrived at New Mexico, they were greeted by Wes Green, who was glad to see Grandpa Max again. Ben then saw a cute Native-American girl, **Kai Green** , doing her ritual and instantly fell in love. As the rain began to fall, Ben began to talk to Kai until the lightning strike reveal a massive wolf-like creature within the darkness. He instantly attacked Ben, who ran away with Kai. Team Tennyson and Wes saw the battle of the creature and Ben then Gwen accidentally transform into Blossom Rose, when her selected alien was Four Arms, and attack the wolf-creature. However, she began to lose until she timed out then the wolf-like creature slashed the Omnitrix, activating Active Mode and Scan Mode simultaneously. He then fled into the forest and Gwen was unable to transform anymore.

As they rest, Wes explained that the creature was **Yenaldooshi** , the Legendary Werewolf who appears from the darkness. During the conversation, and Ben's attempt to talk with Kai, Gwen started to scratch her ears like a dog then her skin turn grey, she grew claws and her ears become pointed! Wes exclaimed that Gwen has been cursed by Yenaldooshi and the only hope to break that curse was to locate Yenaldooshi and placed silver around its neck before become a Yenaldooshi clone.

After Grandpa Max, Wes and Kevin left to begin their search, Gwen continue to slowly transform as she grew taller, her body began to strangely changed and her claws become darker and sharper. She even grew a brushy tail, her hair grew longer and brushy; and her eyes become fully yellow. She even gain a strong craving for stake and start licking Ben like a puppy.

Worried that they might need help, Kai left to find her father with Ben and Gwen. They regrouped with Grandpa Max, Wes and Kevin, who was unable to find Yenaldooshi. Gwen continue to transform and now she looks just like Yenaldooshi but with her orange hair.

Using her new sense of smell and howling, they manage to locate Yensaldooshi and Kevin & co. manage to distract him long enough for Wes to tie a silver pendant around the werewolf's neck but nothing happen! Gwen is still half-wolf. Ben, realized the plan failed, activated his Copytrix and transform into Alien #16: **Rath** the Appoplexian. As Rath, Ben become very aggressive and very bada** but also dimwitted.

Besides that, Rath managed to overpower Yenadoolshi with his awesome combos; **Atomic Uppercut** and **Cosmic Drop**. While Rath chased after Yenadoolshi to the volcanic mountain, Gwen howled in pain as she began to transform again. Her body got instantly covered with sleeveless uniform with short pants-legs that reach her thighs, colored light blue while dark blue on her collar and the Omnitrix symbol appear on her belly.

That proves it all. Yenadoolshi is actually an alien werewolf. Dubbing **Blitzwolfer** , Gwen used her new alien form to track down Yenadoolshi with Kevin riding on her back. They arrived to find Rath timed out and reverted back into Ben then start running for his life as Yenadoolshi chased after him. Bliztwolfer tackled Yenadoolshi and began the Lycan-style brawl. They continue their brawl until they are near the lava that began to rise. Before he kill Bliztwolfer, Ben arrived as **Cannonbolt** , tackled Yenadoolshi and sent him splashing into the lava, resulting his death.

As Grandpa Max bids Wes farewell in the morning, Ben confessed his feeling to Kai but she turn him down because of his behavior as Rath. That broke Ben's heart and left in tears while Gwen starts yelling at Kai.

The next day, the heroes visited the corn field for the festival but it was canceled because of a monster. Decided to investigate, Ben, Gwen and Kevin searched the farm for any signs of the creature, only to be attacked by **The Mummy**. The Mummy is completely immortal as he was able to withstand a powerful impale from **Diamondhead** 's attack and overpowered **Turbo** , no matter how fast he go. When Kevin learned the ability to shapeshifted his body into different forms once he absorbed a matter, he used the wood matter to shapeshifted his arm into an axe-like form and sliced The Mummy into pieces, only to learn the Mummy can regenerated himself. When the sun began to rise, he quickly disappeared after obtaining a strange rock.

After explaining to Grandpa Max about the Mummy, they have learned that the festival are displaying rare rock materials that contain unknown energy source, which Ben identified as Mana. The Mummy attacked again and he's stronger than last time as his body gave off a purplish glow from the stone in his ribcage. No matter how many times they fight the Mummy, he grown more powerful every time he insert the stones into his body, giving more purple glows that surged through his body then entangled Gwen with his bandages. As she struggled to break free, the Omnitrix activated the Scan Mode and scanned the Mummy's DNA. Seeing the Omnitrix scanned the Mummy, which proves the Mummy is an alien. Gwen activated the Omnitrix and transformed into **Heatblast** , causing the Mummy to scream in pain as his bandages got burned, making it impossible to regenerate. Discovering the Mummy's weakness, Ben used **Spidermonkey** to web-yanked the stones off the Mummy before Heatblast blasted The Mummy until he disappeared.

After that event, the Rust Bucket was heading toward the next city until a Frankenstein-like creature with lightning rods on his back appear and stop the mobile home with his bare hands. He zapped Grandpa Max and co. then kidnapped Gwen, only for Ben to attack him. He was too powerful thanks to the thunderstorm energizing him then grabbed Ben's arm. At the last minute before the monster electrocute Ben, his Copytrix got active and perform its own Scan Mode, downloading the beast's DNA. Once the other woke up, Ben used his Mana to locate that Frankenstein, who turn out to an alien known as **Transylian**.

Gwen found herself in an abandon starship somewhere in the mountain. The Transylian, named **Dr. Viktor** , explained that they were searching for the Ecto Lord, Zs'Skyar and they tracked him by following the Omnitrix signal every time she transformed. They crash landed on the mountain and Dr. Viktor send out his partners, a **Loboan** whom they called Yenaldooshi and the **Thebe Khufu** alias the Mummy, to collect the required energy source for the starship.

Gwen grinned as she told him that Yenaldooshi and the Mummy are dead but become shocked as they appear behind Dr. Viktor, alive and kicking (Yenaldooshi has the energy core they needed and the aura of that energy protected him from the lava). Even Zs'Skyar appear before her and explained about how did he survived Firefly's attacks.

The Rust Bucket arrived just in time and Team Tennyson attacked the monster squad. Grandpa Max and Kevin confront Dr. Viktor while Gwen transform into her new alien: **Ditto** the Splixsan. Using the ability to create unlimited clones of herself, she quickly overpowered Yenaldooshi while Ben used one of his aliens: **Big Chill** the Necrofiggian and used his freeze breath to trap Zs'Skyar and The Mummy in a block of ice. To do them a favor and begone already, Big Chill timed out then transform into a new alien he dubbed **Frankenstrike**. Using electrotechnokinesis, he manipulated the starship and forced an auto-pilot to take them back wherever they came from. They quickly escaped and Gwen was relieved of not seeing Zs'Skyar anytime soon.

Now the biggest threat of all... Vilgax has returned! After he barely survived from the destruction of his own ship, he began to gather several mutants or humans that harbor a strong hatred toward Team Tennyson. He has gathered 10 powerful villains such as Dr. Animo, **Clancy** , Charmcaster, and the **Forever King**. He promised them revenge if they help him obtain the Omnitrix.

During their visit in the nearby town and met a special mutant boy named **Cooper** , who instantly gain a crush on Gwen, they got attacked by their old foes who called themselves **Negative 10**. They battled against their foes until Vilgax held Max within his grasp and demanded Gwen to give up her Omnitrix. Ben used his alien, **Brainstorm** , and began his calculation then timed out. He gave out his best plan; he attacked everyone using Rath and, by adding his Anodite self, went on a berserker rampage, completely overpowered everyone as well as Vilgax while Cooper and Kevin builded a special device while Grandpa Max search for the stock for the Null Void Projector, which he packed it in after visiting Mt. Rushmore. Gwen used Grey Matter to land a finishing touch on the device called the Power Nullifier, which disable the mutants' powers and Charmcaster's Mana then Rath instantly defeated them then Grandpa max fired the Null Void Projector, sending Vilgax into the Null Void but not before he vowed revenge on all Tennyson Family.

3 months and they barely survived several dangers as well as unlocking/obtaining new forms. After a long vacation, they finally return to Bellwood for the new day of school. But as they arrive at Bellwood, something or some _one_ was following them.

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- Wildcat the Felinesapien

#2- Four Arms the Tetramand

 ** _Fighting all evil from Earth or space!_**

#3- Grey Matter the Galvan

#4- XLR8 the Kineceleran

 ** _She'll never stop until she makes them pay!_**

#5- Diamondhead the Petrosapien

#6- Upgrade the Galvanic Mechamorph

#7- Mermaid the Piscciss Volann

 ** _'Cause she is the baddest girl who save the day!_**

#8- Needle Mouse the Hedgesapien

#9- Firefly the Pyrofiggian

#10- Heatblast the Pyronite

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

# _Bellwood, 2:00 AM_ #

A wave of strange purple energy travel its way toward the Bellwood. The sign that said "Welcome to Bellwood" got disintegrated to ashes by the purple energy surge. Then the energy manifested into a form of a humanoid being wearing black uniform with purple stripes and helmet that covered his face with black lens except his glowing purple eyes. At the same time he arrived, the clock tower stopped in its track as the gears are covered by purple energy. The mysterious humanoid began to wreak havoc by throwing multiple energy bolts, destroying everything in his path.

"Dude, people are trying to sleep." said a cool voice. The mysterious humanoid stops in his track and look around. Then landing in front of him was a male Pyronite.

"It's late, can we do this tomorrow?" yawned the Pyronite. "Okay, this is where we introduce ourselves, you tell me about your evil plan, yadi-yada. You have done this before, haven't you?" asked the Pyronite. The mysterious humanoid lower his arms, held his hands together, and tilted his head sideways as he gaze at the Pyronite, like he was waiting for him to finish.

"Okay, I'll go first. I'm **Novablast!** " shout Novablast as he created a fireball and threw it at the humanoid. He got blasted and crash through the window. "And you are just leaving!" joked Novablast. The humanoid stood up and dusted the glass off his coat. Novablast summoned his heat wave to rip a small part of the street off so he can ride on as a platform and engage the humanoid but he threw a purple energy bolt that trapped him in an energy barrier then knock him against the wall.

"Ow... That's different..." moan Novablast. The humanoid snap his fingers and several more humanoids jump down from the building and attack Nova Blast. "You want me to get serious, huh? Then let's get serious!" Novablast cracked his fists then his whole rock-like skin are removed, becoming a fully embodiment of fire. Then the police forces arrived and surround them.

"Freeze! Put your hands in the air!" order the police.

"Don't worry, guys. I got this." said Novablast with confident. By the order of the mysterious figure, his minions attacked the police but Novablast managed to separate them by creating a wall of fire. The goons stood back in fear as Novablast approach them. "Come on now, don't be shy." smirked Novablast. They charged toward him and attack then Novablast defeated them so easily by doing several Power Ranger-style combo attacks. Novablast look around to see if there are any more opponents.

"That was awesome!" exclaimed Novablast. The mysterious figure just glared at Novablast and remains standing in his place. "It's light out for you!" grinned Novablast as he thrusted his hands forward and fire a huge heat ray, igniting the humanoid in flames then he exploded into a burst of sparks and flames.

"Whoa! That was freaking." muttered Nova Blast then he noticed the humanoid's minions vanished. Not wanting to find out, he disappeared in a pillar of flames and removed the firewall, leaving the polices confused.

The purple energy vanished and the clock tower resumed its track. Novablast landed on the road outside of Bellwood and shook his head. "That was just weird." sighed Novablast then his Copytrix start beeping and transformed back into Ben. He look around, in case nobody saw him transform. The Rust Bucket arrived and park in front of Ben. Gwen, Kevin & Max exit the mobile home.

"Way to go, Ben. You just torched the whole town." said Gwen with her arms crossed.

"Uh, oops?" asked Ben with a smile.

"What kind of teamwork don't you understand?" asked Kevin.

" _You even used the Anodite powers to unlocked Novablast's new ability. Impressive but don't do it again_." scoffed the Omnitrix.

"They're right. You should've waited, Ben." sighed Max. "Beside, we need to go. You two have school tomorrow." said Max.

"Aw, man!" moaned Ben as he hated school.

* * *

In the morning, Ben left his home, ride on his bike and pedal his way to Bellwood Middle School. He saw many familiar faces on the way. He arrived at school and overheard some students talking about Novablast appeared in Bellwood. He even heard some girls who think Novablast & Heatblast are couples, which sends chill through his spines and moan in disgust. Gwen was taking some pictures with her camera until Ben jumped in the way.

"WAAH!" yelled Ben as Gwen got startled and snapped the picture.

"Argh! Get out of the way, doofus!" growl Gwen.

"Oh come on. Take a picture of me in my hero pose!" smile Ben as he does his pose. Gwen just scoffed and shook her head.

"You, hero? Not to complain because I'm a hero too but we're home now, so we need to live as normal kids." Gwen explained then she left.

"Easy for you to say. I can do whatever I want. I don't need the Copytrix." grinned Ben. As Gwen walk inside the school...

" _So this is school? What do you do here?_ " asked the Omnitrix.

"You studies history, learn math, languages, perform sciences, etc." answered Gwen.

" _Boring! I'm already a super-smart A.I. Anything else?_ "

"There's some library, cafeteria, gym... There are some hangouts where guys and girls chat together."

" _Cool! Too bad you can't tell everyone about me or the adventures you went through._ "

"Yeah... You're right. So much to tell but nobody will believe me..." sighed Gwen. She stands in front of her home room class, took a deep breath and enter her normal life.

Ben took a test during class and scored an A+, thanks to his enhanced intellect while Gwen wrote everything she did over the summers, excluding her heroing.

At Gym Class, Ben's enhanced speed allowed him to easily evade the dodge ball while everyone got hit, making them wonder what Ben did in the summer. Gwen has built a rocket and tested it outside. It was a success and earns an "A", with Gwen mouthing "thanks" to her Omnitrix. Everything is going great for the Omnitrix-bearers, except when Ben opened his locker and discovered that it was covered in gums.

"Ugh! Aw, man!" groan Ben as he scrubbed the gum off with his blank papers.

"Uh, you're supposed to _eat_ the gum, not _wear_ them, Tennyson." joked a black-haired boy from the chapter 1.

"'Eat the gum'! Good one, **Cash**!" laughed the orange-curly haired boy with glasses from chapter 1.

"Can it, **T.J.**!" shout Cash.

"Sorry man." said T.J.

"Just think of it a 'Welcome Back, Jerk!'." joked Cash. Ben growled and threw the gum-covered paper ball at Cash & TJ but they ducked and smack against **Principle White** 's face. He holds out his glasses as the "gumball" drop on the floor. Cash & TJ chuckle and Ben gritted his teeth in shock.

"Tennyson!" growl Principle White.

"Aw, man." groan Ben.

* * *

After his short conversation with his parents, Ben went into the Rust Bucket and found Max working on his wrench.

"Yo, Grandpa. Where's Kevin?" he asked.

"Kevin doesn't like school so he decide to go and collect some junks so we can build something, like this one." Max held up his wrench then the top tilted open and fired a small laser beam that burn through the picture of himself, leaving a burned hole on his forehead. "Didn't expect that one." chuckle Max.

"Cool." smile Ben. Then Gwen arrived and lay down on the couch.

"Phew! What a day!" sighed Gwen.

"How's your day?" asked Max.

"Great! I'm participating a dance club." smiled Gwen.

" _You should've seen Gwen. She was amazing!_ " piped the Omnitrix.

"Yeah, and check out my new outfit!" Gwen showed them her new clothes; a pink shirt, blue vest and dark-blue jean.

"Sorry, your butt is too big." smirked Ben. Gwen gave a glare but grinned as well.

"Well, Kevin happens to _like_ my big butt." said Gwen, making Ben point his finger in his mouth, stick out his tongue and faked a gagging sound.

* * *

In the next day, Ben heard about a talent show coming next week. He was unable to decide whether or not should he use his Mana or the Copytrix. He walks up to the group of girls practicing their dance.

"Hey, um... Where do I participate the talent show?" ask Ben.

"Puh-lease! It's only for professional. Unlike you who is good as a total jerk!" laughed the blonde girl.

"Fine, I'll show you my trick!" growl Ben as he rolls up his jacket's sleeves and reveal his Copytrix.

"What kind of a weird watch is that?" asked the other girl. Before Ben activates the Copytrix, Gwen arrived just in time and stopped him by grabbing his hand.

"Ben, don't! You don't wanna waste our magician act yet!" smiled Gwen.

"Huh?!" Ben raised his eyebrow as he become confused.

"Magician?!" asked the blond girl with her eyebrow up.

"Yeah, Ben is my assistance for my talent show!" explained Gwen. Then she dragged Ben away with her until they are away from their hearing distance. Fortunately, they resume their practice.

"Since when I'm your assistance?" asked Ben.

"Five minutes ago. You're going to spill our secrets!" whispered Gwen.

"Great! I love school." said Ben in a sarcastic tone.

" _Why didn't you stop Ben from spilling the secret, Copytrix?_ " asked the Omnitrix.

" _..._ "

" _Ugh! Always the quiet one..._ " groan the Omnitrix.

* * *

After school, Ben rode his bike to the restaurant. He parked and enter the building.

"Hello, Ben. Nice to see you back in Bellwood." smiled the elder African-American woman.

"Hey, **Mrs. Margret**." greeted Ben as he sat on his seat.

"What shall I serve you?" asked Mrs. Margret sweetly.

"Something that doesn't have squirrel, cricket or flodderworm in it." answered Ben.

"Ha ha. I'll get you something and say hello to Max for me." said Mrs. Margret as she began to make some milkshake. Ben looked at the cash register and saw the Bellwood logo. "Here you go, Ben." she said as she served him a strawberry milkshake.

"Thanks. Bellwood... Blah!" groan Ben as he grabs a straw. As he drank, he noticed a newspaper that titled "Are There Aliens Among Us?" "Hey, can I see that?" Ben asked the old Asian man.

"I don't know... Do you?" asked the old man, making Ben have an irritated look. "Ha ha! Just kidding. Here." laughed the old man as he lends the newspaper to Ben.

He grabbed it and began to read. The exclusive page said " _Alien Cat-like Creature Spotted In Bellwoods!_ " with the pic of **Wildcat** leaping across the scene.

"Wildcat? Gwen is not good at keeping a secret." muttered Ben.

"Oh, what's the matter Ben? Are you talking to your girlfriend, Wildcat?" grinned Cash. "Let's see if you can pull her out of your butt, Tennyson!" joked Cash.

"'From his butt'. Ha-ha. Good one, Cash." laugh T.J.

"Can it, T.J.!" shout Cash.

"Sorry man." said T.J. as they walk to their table.

Ben decides to ignore them until the girls arrive. "Oh, look at Mr. Assistance! Still working on your tricks? Ha ha ha ha!" they laughed at him and Ben clutch his fists. Unable to hold his anger, he ran outside then head to the back part of the building.

"Forget this! I'll turn into Rath and teach them a lesson!" growl Ben. Ben scroll the list until he found the Appoplexian icon. The core popped up and he slammed the core down, releasing a teal light.

Ben's arms become wider and gain grey scales. His eyes enlarge and have dash-like pupils. He lost his hair and wore the uniform with similar style of his shirt. He now have three fingers and wore the Copytrix symbol on his back. He then shrink to the size of 4 inches.

" **Grey Matter!** Huh? Aw, man!" groaned Grey Matter as he mistransformed then he jump few feet ahead and start thinking. "Maybe I can work with this." said Grey Matter as he continues hopping his way back in the snack shop.

Grey Matter climbed his way on the table while making sure no one see him. He quickly hide behind the box of napkins then peek over the corner. He saw Cash & T.J. sitting behind the girls from before.

"Hey, watch this." Cash shoot a spit wat at the blond girl's hair. She pass her hand on her hair, look at the spit wad then face Cash & T.J.

"You guys are disgusting!" growl the girl. Cash & T.J. just laugh and gave each other a high five.

"Cash & T.J. will get theirs!" frown Grey Matter. He look at the shelf of pies, the hot dog oven & the refreshment nozzle. He start muttering in random then said "Awesome" as he took off and head to the backroom.

He found the switch for the power breaker and turn it off. Everyone start clamoring about the power outage. Unbeknownst to everyone, Grey Matter start messing around with the control cables of the pie shelves, hot dog oven & the nozzles then mess around the cables of the power breaker. Then he turns it on. The shelves start rotating at high-speed, tossing pies at the bullies.

The hot dog oven start spinning too fast that it tossed the hot dogs at them. The nozzles start spraying sodas and water wildly at Cash & TJ. Mrs. Margret ducked under the counter as she don't know what's going on. Grey Matter tossed two eggs while the old man continues reading the newspaper and drinking coffee, taking no notice of Grey Matter's presence.

"Yes!" cheered Grey Matter as he made a direct hit. The girls panicked and ran off, crying about their beauty are ruined.

"Dora? More coffee." said the old man, not noticing of what happen. Grey Matter laugh so hard that he start shedding tears.

"Ah, that was awesome!" sigh Grey Matter as he had his fun. Cash & T.J. are covered in mixture of pie sauce, milkshake & sodas and walk outside.

"Oh man... I don't feel so good." moan T.J. with nausea

"Can it, T.J.!" shout Cash.

"Sorry man..." moan T.J.

* * *

After timing out, Ben walked back to his house, forgetting his bike because he was too busy of celebrating his victory on his bullies. Once he arrived home, he saw Gwen typing her laptop with Kevin in the Rust Bucket. He sneak in close and jump up at the window.

"BOO!" shouted Ben.

"AAH!" scream Gwen as she locked her arms around Kevin's arm.

"You totally scream like a girl!" laugh Ben.

"'Cause I am a girl!" frown Gwen as she threw a pillow at Ben's face.

"WAH!" yelped Ben as he fell on his back.

"And you totally scream like a boy." smirked Gwen and Kevin start snickering. Ben scoff as he toss the pillow aside and stood on his feet. He entered the Rust Bucket and check what they're looking at. It was the pics Gwen took. Ben want to see his pic but when he look at it, it's all blurry.

"You got the picture wrong." complained Ben.

"No, I didn't! Let me see..." Gwen scanned the blur behind Ben and it reveal itself as the same humanoid that Ben defeated as Novablast.

"Hey! That's the guy I turned into fireworks display last night. Well, at least I thought I did." said Ben.

"Ben, it's not just that the guy is still alive, he know who you are." said Kevin.

" _But how? We never encounter this figure, only Ben and that was yesterday._ " wondered the Omnitrix. " _What about you, Copytrix?_ "

" _..._ "

" _When will you talk?!_ " snapped the Omnitrix.

" _Alien species Unknown. Origin Unknown. Any Known Information Toward The Suspect Unknown._ " answered the Copytrix.

" _So much for answers but at least he said something._ " scoffed the Omnitrix. Grandpa Max arrives and enters the Rust Bucket with a towel and an octopus in his hand.

"Hey, Grandpa. What's that?" asked Ben.

"Oh, I just found a fresh octopus in the market. It's good for your teeth." smiled Max. The trio gave out a grossed out expression as Max placed the octopus in the fridge.

"Grandpa, do you know this guy?" ask Gwen as she point at the figure in the picture. Max gazed at him and grew wide-eyed.

"That's **Eon**!" exclaimed Max. "We PLUMBERS encountered this **Chronian** before." explain Max.

"What, you fixed this guy's toilet?" ask Ben.

"No, Ben! _The_ PLUMBERS? The one Grandpa used to work with?" ask Gwen in annoyance.

"Oh! I knew that." said Ben.

"Eon is a Chronian. He has the power to travel through time and can de-age anything he struck with the time ray into ashes. The First Plumbers captured him 40 years ago. Pack your bags. We're going on a road trip." said Max.

"YES!" cheered Ben.

* * *

The Rust Bucket arrives at the mountain area near Bellwood and continue traveling up the road.

" _Finally some adventure!_ " chimed the Omnitrix.

"For once, I'm agreed with you, Omni-Dweeb." smiled Ben as he relaxed.

" _Why do you kept calling me 'Omni-Dweeb'?_ " asked the Omnitrix.

"Because you have Dweeb's voice." answer Ben.

" _Then I'll call Copytrix 'Copy-Doofus'!_ "

" _ID not confirmed. Valid ID is Copy Omnimatrix, Level 20 DNA Alter Device replicated from the Omnimatrix. Contain 50 DNA samples, 16 unlocked and named. Power Bridge active, Quick Change inactive, Master Control inactive, Scan Mode available, Limiter on-_ "

" _Okay! Stop talking! I like it better when you are not talking!_ " argued the Omnitrix.

" _..._ "

"Anyway, if that Eon knew who you are, why did he pretend to have died?" asked Kevin.

"You don't think he was testing me, right? Because he was observing me during my fight against his goons. He barely lifted a finger to stop me." said Ben.

"It is possible." nodded Gwen. The Rust Bucket arrived at the refinery. Max brought out a box filled with different remotes.

"Come on... It gotta be one of them... Should've put a tag..." said Max as he tried with every remote to open the gates until he picked the grey one, click it and the gates open. "I knew that." said Max. The Rust Bucket moves in while the camera show a payphone nearby that it was damaged by something. Judging from the sparks and the ringing, it was smashed not too long ago.

They step out of the Rust Bucket and start searching for anyone.

"So why are we here?" asked Kevin.

"The First Plumbers used this facility to contain Eon. We just need to find **Jacob**." answered Max.

"Jacob?" asked Gwen.

"He's the jailwatcher of the facility in this generation." answered Max. They continue walking until they found the containment building. It was destroyed from the inside and a capsule was shattered.

"I guess this is where they kept Eon." said Ben.

"Used to." corrected Gwen.

"We gotta find Jacob." said Max. They enter the building and saw it was ransacked, computers destroyed and file papers are scattered around the floor. They found a chair with a lapcoat and began to move in closer.

"Jacob?" asked Max. They turn the chair and revealed a very old, extremely shrivel up husk.

"EEK!" panicked Gwen as she leaped in Kevin's arms.

"WAH!" exclaimed Ben.

"Okay, _that_ scared me." said Kevin.

"Is that..." Gwen began but was too scare to say it.

"It's Jacob. I'm sorry, old friend. We should've come sooner." sighed Max. Ben move in closer and start poking Jacob's finger, making squishing sound. Suddenly the hand jolt up and grabbed Ben's wrist.

"AHH! I'M NOT DEAD YET!" exclaimed the husk of Jacob.

"AAAAAAAAAAAAAAAAHHHHHHH!" screamed Ben and Gwen then Ben accidentally ripped Jacob's hand off as it still clutching his wrist. "AAAAAAAAAH!" they screamed again as Ben tossed the hand away. Kevin was clutching his chest with his hand as he panted heavily.

"DON'T DO THAT!" panicked Kevin.

"Jacob? What happen?" asked Max.

"Eooon..." gasped Jacob in a raspy voice.

"I know."

"Eon...did this to me... He has...generated a powerful time aura that allowed him to thaw out of the ice... Before I could stop him... He made me old in a blink of an eye...and left me for dead." gasped Jacob. "He's after...the Hands..."

"The Hands?" asked the trio.

"The Hands is a powerful doomsday device. The PLUMBERS has security grids all over this place. Nothing like this ever happen before. That's why I'm telling you three to be careful. This is not a game." said Max. Jacob turned his head slowly and saw Gwen.

"Ah...the Omnitrix-bearer... Does your cousin has the replica?" asked Jacob.

"Yes." nodded Gwen and Ben step forward.

"Ah, you're the Spark who possessed the replica Omnitrix!" gasped Jacob.

"The Spark?" asked Ben.

"Beware... Eon knows you..."

"H-How? How does he know me? We've never met until last night." said Ben as he shrugged.

"He knows... He knows..." Jacob breathes his last breath and died.

"Rest in peace, Jacob. ***sigh*** He was a good friend and a true Plumber." sighed Max.

"Grandpa, what does he mean 'He knows'?" asked Ben.

"I don't know." As they exited from the building and head to the Rust Bucket.

"So now what?" asked Gwen.

"We must head for the PLUMBER HQ and secure the hands." answered Max.

"There is a PLUMBER HQ here on Bellwood?!" asked Kevin.

"AWESOME!" cheered Ben. "I bet the HQ is somewhere hidden in a super-secret location!"

* * *

They arrived in front of the Plumber Workshop...

"This is the super-secret location?" asked Gwen.

"What?! A workshop?!" exclaimed Ben in disappointment.

"Don't let that shop deceive you." said Kevin.

"Let's go, kids." said Max.

"Come on, Grandpa. I've been to this shop a thousand times." scoff Ben.

"Oh, then you already know this. Turn the key clockwise twice...then counterclockwise three time. Don't forget to flush." said Max after he did the key combination then press the lever down. The toilet flush was heard and a secret elevator appears.

"Whoa! Where did that come from?!" exclaimed Ben.

"I thought you said you already know this." chuckled Max.

"Told you!" smile Kevin as they enter the elevator. Unfortunately, they were followed.

* * *

As they arrive at the bottom level, they found a huge door with the Omnitrix symbol.

"Hey, that's the Omnitrix symbol!" said Ben.

"No. It's the PLUMBERS icon." Kevin corrected him.

"So how do we get in? Should we enter some password?" asked Gwen.

"Why not just ring the doorbell?" smiled Max as he pressed the button and doorbell ranged. Ben and Gwen smiled as the giant door slide open, revealing a huge base. There are so many Plumbers and half of them are aliens. There are some familiar faces there as well.

"Principle White?" asked Ben.

"Hi, Tennyson. Sorry about the detention. Don't wanna blow my cover." smiled Principle White with a shrugged.

"Mr. Richard, the electronic?" asked Gwen.

"Nice to see you, kids." smiled Mr. Richard.

"Mrs. Margret?"

"That was some party Grey Matter just did." said Doris, revealing that she knew Ben was the one who made that mess. He blushed as he scratched his head and smiled nervously.

"It's good to see you, Magister Tennyson. The PLUMBER are operational again after Xylene told us about several alien dangers are threatening Earth, Mars and Jupiter. We are very busy." smiled one of the Plumbers.

"Yes. It's good to be back." smiled Max. The Plumbers then brought them to a special room.

"I can't believe this place has been under Bellwood all this time?!" said Ben in awe.

"No doofus, they put it in last month." said Gwen in sarcastic tone. One of the Plumbers greeted them at the control room.

"Magister Tennyson, it's a great pleasure to see you again." smiled the Plumber.

"Same here, **Tom**." smile Max.

"I believe these are your grandchildren. Benjamin & Gwendolyn, correct?" ask Tom.

"Yes. And this is Davin Levin's son, Kevin." said Max.

"Nice to meet you all and... I'm sorry about your father. He was a good Osmosian. He helped us alot." said Tom. Kevin hangs his head down and shed a tear. "Oh, I almost forgot. Your wife is here." said Tom with a smile.

"Grandma?!" exclaim Ben & Gwen.

"MAX!" A dark-purple humanoid alien with pinkish-purple tendrils "hair", no nose, pinkish-magenta-violet glowing eyes, violet lips and wearing the PLUMBER armor dart through the hall and hugged Max as well as giving him a kiss. "Oh I missed you so much!" squeal the alien as she cuddled her husband. You can see Verdona was very young while Max is 60-year-old.

"Verdona! I missed you too." winched Max in pain as she was crushing him. Verdona let go of Max, quickly said "sorry" and look at Ben & Gwen.

"Oooh. Look how cute our grandchildren are! You all grown up!" squealed Verdona as she bend on her knees and pinched Ben & Gwen's cheeks. They ignore the pain and hugged their grandmother.

"Grandma!" cried Ben & Gwen as they start crying. Verdona know why.

"I'm so sorry that I faked out my death. I just don't know how you and your family will react if they found out I'm an Anodite. Now chin up, Kiddos. 'Cause Grandma is here for you and I am not leaving the Earth again." smiled Verdona.

" _Nice to meet you, Verdona. Gwen talked so much about you. She said you were a policewoman._." said the Omnitrix.

"Oh! The Omnitrix! Nice to meet you as well and yes, I was a policewoman." smiled Verdona.

"S'up. Kevin Levin, Gwen's boyfriend." smiled Kevin.

"Oh? A Osmosian Hybrid, nice catch, Gwenny." smirked Verdona as she winked at her granddaughter. She blushed as she nodded with a smile. "Max, does Gwen have the Spark?" ask Verdona.

"No. but Ben is." smiled Max. Ben holds up his fists and they become covered in Mana aura. Verdona's eyes grew wider then the coconut and her jaws dropped.

"A MALE Anodite?! They are extremely rare and are x10 more powerful than the female!" exclaimed Verdona then she gave a wide smile. "This is very great! Okay, Ben, once you grown a bit more bigger, I'll take you to my home planet so I can teach you how to use Mana. I know you've learned a few but I'll teach you the most difficult one." offered Verdona.

"Yes. I'll go with you once I'm older." smiled Ben.

"Aw... I wished I had the Spark." whined Gwen.

"Sorry, you can't be the Spark. Why? Because you are a nerd, a dweeb, and your butt is too big." mocked Ben.

"STOP MAKING FUN OF MY BUTT!" yelled Gwen.

"Now what's wrong of having big butt?" asked Verdona as she turned around and show her large butt as she places her hand on the left cheek. "Not even Max can resist these babies!" grinned Verdona while Ben look away nervously and Kevin covered his eyes as his face turn red. Max then cleared his throat and Verdona chuckled a bit then her cheerful face was replaced with worry.

"So Max, I heard Eon has escaped. Does he know the Hands are here?" ask Verdona.

"We don't know yet but let's check the Hands first." said Max. The Plumbers led them to the rooms where the large stone-like relic with an orb in the center rest. The Plumbers began to explain about the hands to Ben, Gwen & Kevin.

"This is the Hands. It was known as the **Hand of Armageddon**." answered the Plumber Piscciss Volan, **Magister Patelliday**. Unlike the common **Ripjaws** , his face is more fish then crocodile-like face, has reddish-pink eyes and wore glasses. "Once Eon powered it with his time energy, it can bring his whole armada from their world to ours."

"Why can't you destroy it?" ask Ben.

"We tried. We used everything we have and nothing." answer Doris.

"The last time we try to destroy it, we just cause a heavy earthquake on New Mexico." answer Principle White.

"So you need a hero. Heroes, like us? You're talking about us, right?" ask Ben. As they plan to move the Hands to a safer place, 12 of Eon's minions appear and attack. While the Plumbers defend themselves, Kevin absorbs the wall's material and gain metal armor. Kevin & Ben attack the minions while Gwen slammed the core and become covered in green light. The Plumbers & Verdona saw Gwen transforming.

Her hand start growing, become covered in grey fur & her five fingers merged into three black claws. Her body begins to grow and become covered in grey fur. She grew two wolf ears and a long tail. Her legs become hind-legged and grew four claws. Her mouth stretch into short snout with black nose. She wore a light blue uniform, dark blue lining that travel from her breast to her waist & have no pants-legs or sleeves. She wore the Omnitrix symbol under her breasts.

" **Blitzwolfer!** " roared the she-wolf.

"A Loboan?" exclaimed Tom & Principle White.

"Way to go, Kiddo!" exclaim Verdona in joy.

"Time to shut you up and shut you down!" grinned Blitzwolfer as she wagged her tail. The minions began to attack Blitzwolfer but she inhale deeply, her mouth split into four jaws and let out a subsonic howl. "AWOOOOOO!" howled Blitzwolfer as her subsonic howl pushed the minions away. Ben jabbed the minion with his Mana-infused fists and Kevin smack the others with his backhand punch.

Eon appear while everyone are distracted and tried to activate the Hands but, since he grew too old because of his time jumping, he doesn't have enough power to activate it. Ben got cornered so he activates the Copytrix and the core pop up. Eon heard the Copytrix's beep and saw Ben. Suddenly, the Copytrix start glowing purple and Ben moan in pain because the Copytrix become too hot all of a sudden. Then Eon grabbed him and dragged him out of the PLUMBER HQ by teleporting.

"Let me go! What are you doing?!" grunt Ben.

"Saving you! I'm going to awaken you!" said Eon as he held Ben's arm and start dialing the Copytrix core but a Mana bolt struck him and Ben broke free.

"Get your hands off my grandson, Eon!" hissed Verdona as her tendrils hair start rising up in the air. "Ben, transform!" order Verdona as she restrain Eon with her Mana bubble. Ben slammed the core down and released a teal light.

His hand stretches itself and form into a crab-like pincer. His head start pulsing in electricity as his brain becomes 3x larger than normal size. His whole body become covered in orange exoskeleton and gains four flat legs. He wore the Copytrix on his brace around his neck. His transformation is completed.

" **Brainstorm!** Now Eon, shall you surrender or face humiliating defeat?" ask the Cerebrocrustacean in British accent. His skull plates open up and revealed his huge brain then discharge two powerful lightning bolts at Eon but he quickly disappear in a flash of light. "He's gone." said Brainstorm.

"For now. Come, Ben. I'll take you home." said Verdona.

* * *

Vendra brought Ben to his bedroom via the window so her son and her daughter-in-law won't notice her. She check Ben's arm and saw burned marking on his skin.

"What happen?" she asked.

"I-I don't know. The Copytrix suddenly got hot and turn purple." answered Ben.

"Well, Eon might come back for you so we must be alert. You get some rest, Kiddo. Good night." smile Verdona as she gave Ben a good-night kiss.

"Grandma?"

"Yes?" she asked.

"I'm sorry for making fun of Gwen." he said.

"Don't worry. I used to tease your grandfather a lot. We always at each other's throat but I loved him, even if he's old now." smiled Verdona.

"Heh. Guess we have so many things in common." smiled Ben.

"You betcha, Kiddo. Bye!" chimed Verdona as she teleported away.

* * *

In the morning, The PLUMBERS return to their normal daily routine and kept their eyes out for Eon. At school, Gwen pour out some plastic dove, cape, hat and other magic stuff. Ben & Kevin just gaze at it without a word.

"Well, let's practice our tricks!" smile Gwen.

" _Yay..._ " said the Omnitrix in annoyance.

"Tricks? How about Ben pass the cape over you and take the cape off with you turn into Blitzwolfer or Wildcat?" ask Kevin.

" _Yes!_ " chimed the Omnitrix.

"Yeah, that will work in case the other fails." said Gwen.

"I can't believe you're thinking about talent show at the time like this! Eon knew about me & who knows what he will do with me!" argue Ben.

"Ben, there are PLUMBERS everywhere. Relax." said Gwen. Ben scoff and storm off to the gym. He sat on the bench and sighed. Suddenly the Copytrix start glowing and grew very hot.

"GAH!" exclaim Ben in pain. He knows what that mean and head for the exit but Eon appeared and grab Ben.

"With all those PLUMBERS around, I thought we'll never have times alone! Now, allow me to show you your future!" growl Eon as he once again tries to fiddle the Copytrix. Ben pulled the alarm switch and the alarm sound off. Eon got distracted and Ben jab Eon's hip with his Mana-infused punch. Eon let go of Ben and he roll forward, stand on his feet and try to activate the Copytrix but it's not working as it gave off static sound and the symbol change from teal to purple and back again. He decide to use his Mana and drop in defense stance.

"Just who are you, Eon? How do you know so much about me?!" asked Ben.

"Why asking when you are going to meet your fate?" asked Eon. Then Gwen, who heard the alarm, barge in the gym.

"BEN!" exclaimed Gwen as she spun the ring dial and slammed the core.

She lifts her arm up as it become covered in crystal-like organic skin. Her face turn into crystal with wide mouth, two spikes on both side of her head and crystal-like bangs. She gain a uniform with one pant-leg and a pantyhose on her left leg. She grew two small crystal shards on her back and she wore the Omnitrix symbol on her right thigh.

" **Diamondhead!** " shout the female Petrosapien as she punched Eon away. Eon slides on the floor then stood back on his feet. "Gym is now in session. Today we're going to beat up a Chronian!" grinned Diamond Head as she places her fist on her open hand.

"Grrr..." growl Eon as he threw time energy at Diamondhead but she created a crystal shield from her hand, withstanding the attacks.

"Nice try! Catch!" shout Diamondhead as she thrust her hand and fire 5 crystal shards. Eon got hit hard and crash against the wall on his back. "You're out!" joked Diamond Head.

"Argh... Nice try, Petrosapien. But when the alarm sound off, everyone of this building will come through in which room, Gwen?" ask Eon with a smirk.

"Uh-oh." said Ben.

"Oh man!" exclaim Diamondhead as she look over her shoulder and heard footsteps outside of the doors. When they look back to Eon, he's gone. Everyone barge in the room but saw no one as Ben ran outside and Diamondhead hid in the ladies' room. She was sitting on a toilet.

"I shouldn't had drank 2 gallon of lemon juice." sigh Diamond Head as she rest her head on her right hand and finished her leak. Ben wait outside, a green light flashes and Gwen come out of the gym.

"What happen? How did—"

"He wants to get me alone!" snapped Ben as he storm off.

" _Something is not right here. Why Eon was fiddling with the Copytrix?_ " wonder the Omnitrix.

* * *

In the middle of the night, Ben was sitting in the park, waiting for Eon. Then Gwen, Kevin, Max & Verdona arrived.

"Ben!" shout Max & Verdona.

"What are you guys doing here?!" he asked them

"Ben, you're crazy if you think you can beat Eon by yourself!" said Gwen with worry.

"Come on, let's go home." order Max. Suddenly the Rust Bucket exploded in flames and Eon appears as he walk toward them. His minions appeared and grab the heroes.

"What have I done?" gasped Ben. Before they know it, everything went dark.

* * *

It was dark for a long time until Eon removed the bag from his head. Ben closed his eyes as the light blinded him and tried to gain his bearing.

"Grandpa? Grandma? Gwen? Kevin?" ask Ben as he looks around aimlessly.

"We're here, Ben. Just calm down." said Max.

"What are you going to do to us?!" snapped Kevin.

"What I'm about to do will be the salvation of my race. I will use the Hands to bring my race to this planet so we will settle on Earth." explain Eon.

"As in taking over our planet?!" shout Ben as he gain his bearing.

"Do you know why the Omnitrix & its copy allow you to maintain your transformation for 10 minutes?" ask Eon.

"Yeah, but we've lost the manual and Omni-Dweeb hardly talked about it." scoff Ben.

"It's a failsafe! Once you transform into an alien, its DNA will take over your mind and body." answer Eon.

" _That won't happen! The Limiter was turned on so nothing like that will ever happen!_ " yelled the Omnitrix.

"But what's that got to do with Ben?" ask Gwen.

"Because he has _my_ DNA." answer Eon with a wide grin. Verdona & Max become wide-eyed and shocked. "My DNA was locked away but soon I will release it and you will be reborn!" said Eon as he start scrolling and the Copytrix turn purple but this time it's not burning.

"Please...don't..." begged Ben as he start shedding tears of knowing what will happen to him. Eon continues until the black dots appear and merged into a figure identical to Eon's appearance. He presses the core down and step back as Ben began to transform. His body become covered in purple energy then morph into an adult version of himself, wearing Eon's uniform (minus the helmet). He ripped the chain apart and breathe deeply.

"No..." gasped Verdona.

"Well done, Ben. I thank you very much. Two of us can't exist in this timeline." said Eon as he disappears in a bright light.

"Ben?" ask Gwen.

"My name...is NOT Ben! It's Eon!" growl young Eon. "I have so much power! Trapped...in that weakling's body. No more!" shouted young Eon. He walk toward the Hands and dose it with his powers.

The Hands was turned on and release a burst of energy. In the instant, the Chronian battle armada appeared in the sky and orbit. While young Eon continue dosing more energy, Verdona broke free using her Mana, Kevin absorb the metal from the chain and snapped free, Gwen help Max by sticking the wrench out and kick the top off so its laser snap the chain.

Gwen quickly press the core and the chain snapped as she transformed into a female Anub Thebe, who look like the mummified Eygiptian queen with queen attires and wore the Omnitrix symbol on her left shoulder.

" **Snare-Oh!** " shout the Thebe Khufan. She land on her feet, thrust her arm that instantly stretches at great distant and punched young Eon away from the Hands. While Snare-Oh and Kevin distract young Eon, Verdona chant some spells and use her Mana to disable the Hands. Max helps her by stabbing the power cables on the core. The feedback disrupted the Hands and is now useless. The fleet disappears from thin air. However there is still one problem.

"Argh!" yelped Snare-Oh as young Eon defeated her easily. Kevin was beaten badly and try to stand up. He saw young Eon start fiddling with Snare-Oh's symbol.

"What...are you...doing, Ben?!" ask Kevin.

"I'll have her scan my DNA so she will become my slave." grinned young Eon.

"Get...your hand...off her!" growl Kevin. "Fight me! I'm not through with you, Ben!"

"Ha! You amuse me, Kevin. But I'm through with you. You're not worth it. You never were." laugh young Eon. Kevin become wide-eyed and become consumed in rage of the thought of Gwen becoming a female Chronian. Suddenly his pupils shrink to tiny slits and clutch his eyes in pain.

"GRRR! GRAARRRR!" growl Kevin as his left arm start expanding in mass and become covered in molten rocks, then his right arm expanded and become covered in crystal-like organic skin. His legs expanded greatly, causing his pants to burst apart, leaving only the black boxer. His legs turn red and have two front claws and one on the back. He sprout a black-and-blue tail. His whole body grew larger and his shirt got ripped apart by his increased mass. He grew two large crimson insectoid wings, grew an extra pair of arms that are covered in orange fur with black stripes and armed with four sharp claws. His back becomes covered in black alloy with green stripes. His face turn red skinned, his teeth grew into sharp fangs, he has two left eyes & one vertical right eye; and have gills on his throat and a rod on his forehead.

"GRRR! RRRRRRRAAAAAAAAAAAAAAGGGGHHHH!" roar Kevin. His roar is so loud that it echoes throughout the PLUMBER base. Verdona & Max were shocked and horrified of Kevin's sudden transformation.

"K-Kevin...?" gasped Snare-Oh as she regain conscious.

"Ben... DIE!" roar Kevin as he suddenly charge toward young Eon at superhuman speed and rammed his crystal arm against Eon's chest. The force of the impact was so strong that young Eon bore through the wall then fell on the floor flat. In his hand was the faceplate of the core.

" _Whoa! The Scratch Guard fell off!_ " exclaimed the Omnitrix then Snare-Oh timed out and morph back to normal.

The Plumbers arrive to help when they heard about Eon, but old Eon's minions appear and surrounded them. However, Kevin created a huge fireball then split into 12 and killed them.

Young Eon stood on his feet sluggishly.

"W-What...what happen?" ask young Eon in confuse tone. Kevin glare at young Eon then gave a wild, twisted laugh.

"Mwah ha ha ha! Such powers! Once I absorb your powers and add to mine, I'll be unstoppable!" chuckle Kevin in a deep distorted voice. Kevin reach out his flaming hand at young Eon's face so he can absorb him.

"Kevin, don't!" begged Gwen. The Omnitrix instantly beeped and Gwen quickly slapped the core.

Her body becomes slimmer and her arms grew slightly wider as she shrunk to the size of a 5-year-old. She wore an overall uniform with skirt that covered all but her legs and fingers; and was colored in two shades of blue. On her belly are three green orbs attached on the dark-blue waist band and wore dark-blue stocking that expose her toes. She wore a black helmet with a hairpin on the left, three orange ponytails on both side of her head and on top with blue beads, has two oval-shaped eyes, freckles on her cheeks and two whiskers on her cheeks. On her forehead was the cat-shaped Omnitrix symbol.

" **Ditto!** " smiled the Splixsan with a teen voice as she jumped and kicked Kevin's face.

"Ow! Grrr!" growl Kevin as he recovers the blow and swung his right arm, firing shards at her. Suddenly Gwen split into two of herself and the shards missed.

"Kevin! Stop this at once!" shout Ditto.

"Sweetheart, listen to us!" begged the clone. They both attack Kevin but he roar in such fury and slam his arms, sending shockwave. Dittos evade it and start multiply themselves up to 10. They pounced him and start jabbing him into the ground. When they stood up, Kevin is gone.

"Oh no... We didn't kill him, did we?" asked Ditto.

"No. He just vanished, right?" asked the clone #1.

"Yep yep!" nodded clones #2, 3 & 4\. Then Kevin phased out from the floor and appears behind him.

"Heh-heh. Nice try, shrimps!" grinned Kevin.

"Ben, can you return to your normal self?" ask Ditto.

"I think so." Young Eon opens his jacket and found the Copytrix symbol. He turns it clockwise and transform back to his 10-year old self. "Kevin, get ahold of yourself!"

"I'm NOT Kevin! I have the powers of all 10 aliens combined with my own alien powers! I AM **KEVIN 11!** " roar Kevin 11. "And you, Ben 14, are going to DIE!" roar Kevin 11 as he charge toward Ben but Ditto order her clones to grab him and slow him down. Kevin 11 growl as he knocks the Ditto clones off him but Ditto confront him.

"Kevin... Please stop... You're hurting me again..." plead Ditto as her eyes start streaming tears and clamped her hands together like praying. She is feeling the pains of the clones.

"KILL... YOU!" growl Kevin 11.

"Kevin... Please... Please..." Ditto sobbed heavily as the clones gather around her and one of them place her hand on her shoulder as they share the same sad expression. Kevin 11 glares at her eyes and observe her closely. Ditto's human form flashes in his memory and he become wide-eyed.

"G-Gwen... ARGH!" groan Kevin 11 as he clutch his head with his upper arms and fell on his knees. "Gwen... I'm going crazy... Remember my words, Gwen. Don't come after me... Promise me that." begged Kevin 11.

"Kevin, no! Let me help you!" plead Ditto.

"Gwen, I love...yo—RAAAGGHHH!" roar Kevin 11 as he made a powerful running start and ran through the wall, destroying everything in his path. Verdona use her Mana to locate him and learn that he smash his way out of the base.

"He's gone..." said Verdona.

The Dittos' Omnitrix symbol start beeping, due of massive pain they receive and they're exhausted, and they merge back into one then the original Ditto transform back into Gwen. She fell on her knees.

"Waaaaaahhh! Kevin! Noooooo...!" scream Gwen as she cried heavily in pain.

" _I am so sorry..._ " sighed the Omnitrix.

"Vilgax must've known about this! He must've transferred the Omnitrix's energy to Kevin while you were captured." said Max with anger. As Max & Verdona tried to comfort Gwen, Ben ask the Plumbers while Principle White search for the car key so he can take Ben & Gwen home.

"You know, having Eon's powers is cool. You think I can use his powers, without the body stretching part?" ask Ben.

"Found the key!" said the principle but his voice sound distorted and slow. Then everyone becomes frozen in place. Ben got surprised and knew it was Eon but this time, the Copytrix is not glowing. Eon appear in front of the group.

"The answer to your question, Ben Tennyson, is no! That power belongs to me!" growl Eon as he grabs Ben and dragged him along.

"The Hands is gone, Eon! You lost!" growl Ben.

"You should've been a god!" shout Eon as he throws Ben across the room. Ben quickly creates a Mana platform to stop his fall. Then he grab Eon in a Mana aura and threw him across the room, smashing him against the wall.

"Prepare yourselves, Eon! I'm going to use my special trick!" grinned Ben as he start concentrating his Mana. The aura start expanding and his skin start peeling off as his eyes start glowing. The ground began to shake and the floor cracks. Ben began to float in the air and Eon become wide-eyed.

"What?!" gasped Eon. Ben releases a bright light and emerge as a male Anodite, who is two feet shorter than Verdona. Ben's hair glow in whitish-blue, his skin turns dark-blue & have no nose. Ben grinned as his transformation is completed.

"Prepare to be lose, Eon!" chuckled Ben in a combined voice of child & adult. He charge toward Eon and Eon quickly decide to kill Gwen so he throws a time orb at her. The orb exploded and Eon grinned evilly. Suddenly Ben appears behind him with Gwen in Mana bubble.

"No! It's not my time!" gasped Eon and before he react, Ben fire a powerful Mana ray and send Eon crashing into the Hands, sending out powerful shockwave and knock out the lights around Bellwood.

Time resume to normal and Max turn on the emergency power. "I hope nobody notice that." said Max.

"What happen?" ask Gwen.

"Eon's toasted!" smile Ben. Gwen & Max become surprised of Ben's transformed state and Verdona smiled.

"You transform without difficulty. Benny, you really surprised us." said Verdona.

"Gwen, the talent show!" exclaim Ben as he remembered.

"Oh, I almost forgot! Come on, we'll have to use our powers as the trick!" said Gwen.

* * *

At the theater hall, everyone are waiting for Gwen & Ben, including Carl and **Sandra** , Ben's parents. Then Gwen arrive at the scene wearing gold-glittered jacket.

"Sorry for the wait, everyone. Allow me to show you my new trick." smile Gwen. "Assistance, please step forward."

Ben enters the stage in his human form. Cash, T.J, & the girls start laughing at Ben but Ben gave a grinned. Gwen held up a cape and covered Ben.

"Abracadabra!" shout Gwen. Ben's height grew taller than he took off the cape and he roared like a tiger as he transformed into a a humanoid tiger wearing black/white uniform with no sleeves and shoes, has wrist claws, curved eyebrows (like Wolverine) and wore the Copytrix symbol on his chest.

"RAAAAAGGH!" roared the humanoid tiger known as **Appoplexian**. Everyone gasped then cheered as they applause.

"Whoa, that's **Rath**?!" exclaimed the blonde girl.

"Hello, Rath." smiled Gwen.

"LEMME TELL YOU SOMETHIN', MAGICIAN GIRL! RATH DON'T LIKE YOU BRINGING ME HERE WITHOUT RATH KNOWING ABOUT!" boomed Rath. Rath start talking at random, making everyone laugh because of his behavior then the Copytrix start beeping.

"And now I'll shall send Rath away and bring back my assistance." smiled Gwen as she covered him with the cape. She said the magic word again and Rath's height shrunk down. Gwen removes the cape and reveal Ben. Everyone gasped in awe and applause again.

"Now ladies and gentlemen, we'll display our last tricks." smiled Ben as he covered Gwen in cape and whispered her about something. Ben said the magic word and pulls the cape of Gwen. She transform into pink humanoid tiger.

"RAAAAGGHHH!" roared **Wildcat**.

"Whoa!" exclaimed everyone.

"This is Wildcat, everyone. She's a nice kitty if you treat her nicely." smiled Ben. Wildcat start licking her paws then notice a butterfly passes by, which was summoned by Ben secretly.

"Meow? Meow!" smiled Wild Cat as she grabs the butterfly with her paws.

"Awww." sighed the teacher. Ben covers her in cape, said the magic word and removes the cape. Wildcat revert back into Gwen, thanks to the Omnitrix who timed out early.

The duo bowed and they heard a thunderous applause. They won first place, not just for their magic tricks but also introduce some of the aliens to everyone. Cash and T.J. were dumbfounded then quickly left, afraid of Ben who might tell Wildcat what they said about her being pulled out of his butt.

While they all go celebrates, Gwen gazed at her cellphone. On the screen is the picture of her & Kevin eating cotton candy together. She sigh and wipe her tears.

"Kevin... I will save you someday. I will use everything in my powers to save you." sigh Gwen.

* * *

 **Richard: I am so increasingly embarrassed of reading this again. It's a good thing I decided to make 4 seasons of it in _Gwen 10 the Series_. Come to think of it, I should've made a different version of Kevin 11. In _Omniverse_ , Gwen's 10 Starter Aliens are this:**

 **1.** **Heatblast**

 **2.** **Grey Matter**

 **3.** **Diamondhead**

 **4.** **Upgrade**

 **5.** **XLR8**

 **6.** **Wildvine**

 **7.** **Cannonbolt**

 **8.** **Ripjaws**

 **9.** **Four Arms**

 **10.** **Stinkfly**

 **So Kevin 11 of _Gwen 10 Timeline_ should resembles as Ben Prime's Kevin 11 but with Arburian Pelarota arms with Florauna claws, and has Florauna bomb seeds on the row of his back, and the Kineceleran tail will have physiology and length of Floruana. He won't have Ectonurite stripes, or Vulpinmancer's sonar gills.**

 **I am also aware that many fans believed that, since Gwen's the smart one, she will name her aliens differently. That may be true but I chose to keep some aliens the same names as there's no alternative name such as Heatblast or Diamondhead. Of course I did thought of "Novastar" and "Crystalline" but it's for other female Omnitrix Bearer, not Gwen.**

 **So the aliens I changed the names on _Gwen 10 The Series_ are:**

 **1.** **Ripjaws = Mermaid**

 **2.** **Ghostfreak = Frightnight**

 **3.** **Blitzwolfer = Howler**

 **4.** **Snare-Oh = Cleo-Wraptra**

 **5.** **Frankenstrike = Conductra**

 **6.** **Eye Guy = Sight Strike**

 **7.** **Way Big = Sky Scraper**

 **8.** **Humungousaur = Titanosaurus**

 **I am still making new names for the alien forms while some stay the same as I can't think of any alternative name for female.**

 **Anyway, see ya in the next chapter.**


	12. Chapter 12

**Chapter 12: Dr. Animo's Mutant Ray**

 **Richard: And look at this! I skipped the whole portrayal of the story this fanfic is based on and now I—This is a very messed up story. I don't even know what the hell am I writing here. It's like I was spamming the keyboard at random.**

 **Unexpectedly, this is what drove the story into popularity and it's how you all love it… Odd.**

 **Anyway, enjoy the mishaps about Kevin 11 and Fusion Aliens.**

 **Note: This is when Firefly's species are mentioned. I named them Pyrofriggian, which it's stupid as I soon learn friggian is a play on fridge as in cold so I'm saying "Fire cold".**

 **So I did research on firefly or lightning bug and got the science name then viola! I created Pyrolambus!**

* * *

2 weeks after the event of _Race Against Time_ , Kevin remained missing and the PLUMBERS were unable to locate them. They received contacted from **Lt. Steel** , member of the another secretive force known as **S.E.C.T.** ( **S** pecial **E** xtraterrestrial **C** ontainment **T** eam). He confirmed to have been chasing 10 different aliens that are wreaking havoc at **Parkville**. They went to investigate and assist when they can.

Meanwhile in Gwen's bedroom, Gwen was rotating the Omnitrix ring dial until she stop rotating. She sigh and gazed at the window.

" _Gwen... Gwen?_ "

"..."

" _Please don't do this, Gwen. Hey, wanna know something? The Scratch Guard got removed so now you can transform shortly after you timed out! Now you don't have to wait 5 minutes anymore!_ " said the Omnitrix with triumph.

"..."

" _Um... Hey, wanna try unlocking some more DNA samples? I can help!_ " chimed the Omnitrix.

" _..._ "

" _Gwen... You really love him that much, huh?_ " Gwen nodded to her question. She began to mutter that Omnitrix managed to hear her.

"Kevin. I wonder where did you go? I wish I could help you but I—" Gwen's monologue was interrupted by Ben who enter the room and tossed a pillow at her.

"Hey Gwen. Stop mopping around and let's go to school." said Ben.

"I don't feel like going to school." sighed Gwen.

" _She's just need some time alone._ " the Omnitrix add.

"Gwen... Alright. See you two at 3." Ben closed the door, walk down the stair, waved good-bye to his Aunt and left the house. Ben start walking his way to school then he bumped into an old lady.

"Oh sorry, ma'am." apologized Ben.

"Hello, Kiddo." smiled the old lady. Ben got wide-eyed than use his Mana to scanned her appearance. His Mana revealed the old lady as an Anodite.

"Gra-Grandma Verdona?" whispered Ben as he can't say her name out loud because everyone believed she's dead. "Is something wrong?"

"Oh nothing. Just a little trouble dealing with 10 rogue aliens that somewhat resemble Gwen's alien forms. We were helping Lt. Steel. You know him?" she asked.

"Yeah, he was hunting us down because he thought we were terrorist in our alien forms until we helped him to defeat a swarm of cyborg squids while we were visiting one of the retired Plumber. He knew our secret but since we're good on his book, he decided to keep our secret ID a secret. We're best pal." smiled Ben.

"Okay. How's Gwen? You didn't make fun of her butt again, are you?" asked Verdona with a grin.

"No, she's still upset about Kevin turning into a mutated monster. Can you think of something to cheer her up?" ask Ben.

"Well, I heard the school is having a field trip to a village in a swamp. Gwen love nature, does she?" ask Verdona.

"Yeah, and even more if there are yellow flowers! I'll head for class and sign Gwen up while you tell her about it!" smile Ben as he ran ahead. Verdona smiled then walk her way to Gwen's house. Once she arrive, she dissolve her disguise and flew her way up to Gwen's bedroom.

"Hello, Gwenny." greeted Verdona in a childish tone.

" _Gwen, it's Grandma Verdona!_ " piped the Omnitrix.

"Leave me alone, Grandma." muttered Gwen as she buries her face on her knees. Verdona just sighed and sat next to her. She told Gwen about the field trip and she just shrugged.

"Gwen, I know you love Kevin so much and that's not him. The Osmosian grow insane when they absorb energy, that's why Kevin went crazy. If this make you feel any better, I'll do my best to locate Kevin." smile Verdona. Gwen gave a smile and hugged her Grandma. Max step in the bedroom with a worry look in his face.

"Gwen, Verdona! I think I know where Kevin is." said Max. He turn on Gwen's TV and the news flash start: It show a male Pyronite attacking the Bellwoods. He doesn't have the Copytrix on his chest.

"What make you think it's Kevin?" ask Verdona.

"Look closely." said Max. The Pyronite blasted his way through the building and, when he emerge, he morph into a male **Felinesapain** (Wildcat's species) and tore the police car in half. Then morph into a **Pyrofiggian** (Firefly's species) and burned the buildings with his fireballs. "Kevin absorbed your alien powers so he can morph into one. He's the 10 rogue aliens Lt. Steel mentioned. He seems to snap some control but he'll might transform again." said Max.

To Max and Verdona's surprises, Gwen quickly leapt out of the window, land on the grass and ran across the street as she start selecting her alien form. She slammed the core down and she exploded in green light. The light subsides and she transformed into a Hedgesapien.

" **Needle Mouse!** " shout the hedgehog then she curl up into a spin ball and dash her way to the town center. She arrived within 50 seconds and found a Tetramand who look like **Tetra Arms** but she know it's Kevin.

"Kevin!" shout Needle Mouse.

"Hmm?!" the Tetramand turn around and saw Needle Mouse. "Gwen?! I told you to stay...away from me!" growl Kevin as a Tetramand.

"Kevin, I want to help you!" begged Needle Mouse.

"Gwen, I absorb too much energy! I...can't control myself so I thought...if I go rampaging, I'll drain some of my powers but..."

"Don't worry, Kevin. Ben & I-"

"BEN?! BEN?! IT'S ALWAYS ABOUT BEN! I HATE BEN TENNYSON! HE ALMOST KILL YOU!" roar Kevin. Suddenly he start changing; His legs expanded and rip his pants off, leaving his black boxer intact. His torso/stomach expanded and tear the uniform apart.

"No Kevin! Don't transform!" shout Needle Mouse.

"RAAAAAAAAAAGGGHHH!" roar Kevin.

His upper right arm become covered in brown rocks and ignites in flames. His upper left arm become encased in crystal. His lower arms become covered in orange fur with stripes and grew claws. His whole torso and back got covered in black alloy with green stripes. He grew a dark-blue-'n-black stripe tail & two large orange insectoid wings. He grew gills on his neck, then an angler from his forehead, his right eyes become a vertical gaping eye & grew razor-sharp fangs. He grew his black hair back after he finished his mutation.

"Alright, Gwen 10! Prepare to face the might of **Kevin 11**!" roar Kevin 11. Needle Mouse tried spin dashing but Kevin 11 grabbed her with his Pyronite arm. "Nice try!" grinned Kevin 11 as he increased the heat of his Pyronite arm and Needle Mouse's fur burst in flames.

"AAIIIEEEE!" screamed Needle Mouse than Kevin 11 slammed her into the ground, shattering the pavement from every hard bounce until she fell on her chest. She struggle to stand on her feet while Kevin 11 raised his Petrosapien arm and morph it into a blade.

"Omnitrix... Master Control..." groaned Needle Mouse.

" _No... I can't but I'll switch form for you! Get ready!_ " order the Omnitrix.

"RAGH!" grinned Kevin 11 as he swung his arm blade down then suddenly Needle Mouse gave a flash of green aura. She disappeared in the instant as Kevin 11 slammed his blade into the ground, shattering and impaling the concrete. He yanked it out and saw a **Kineceleran** (XLR8's species) behind him.

"Kevin, you almost kill me!" exclaim **XLR8** in anger.

"Yeah, so?" scoff Kevin 11 as he turn to face her. He swung his arms up and slammed his fists against the ground, sending shockwaves of fire and crystal field. XLR8 evaded and rush in close. She jabbed Kevin 11's face, swung her tail across his cheek than rapidly bashed his stomach with her high-speed kicks then rammed her feet against his chin. He staggered a few steps back and shook his head.

"Kevin, you made a big mistake! Having the combined alien powers had made you very unbalance! You can't control your powers correctly!" frown XLR8.

"Yeah right! That's where you're wrong! I can combine my powers in many different ways. Like for example: Super Strength + Super Durability + Super Speed = what?" asked Kevin 11.

"Stop this stupid joke!" growl XLR8 as she starts accelerating her speed than took a supersonic running start.

"Equal One Mean Punch!" laughed Kevin 11 as he instantly runs toward XLR8 at high-speed and rammed his Petrosapien fist against her chest. The impact unleashed a powerful shockwave that shattered the whole pavement and XLR8 got propelled backward, crashing through eight buildings. She finally crash against the wall on her back, forming a deep impact and fell on her knees. She yelped in pain as she dropped on the ground and clutched her chest with her hand.

"Gah! Argh... What...power!" gasped XLR8 as she tried to stand on her feet. A huge field of crystals surrounded her and trapped her inside. Kevin 11 arrived and walk toward the crystal so he can finish her off.

Suddenly the crystal prison exploded and emerged a female Tetramand. She rammed her upper fists against Kevin's face, slammed her lower fists against his chin than slammed her four arms against Kevin 11 and smash him into the ground, destroying the street beneath them. She jumped up then ground-pound on Kevin 11 than start jabbing him into the ground.

"How. Do. You. Like. THAT?!" scowl **Four Arms**. Kevin 11 turned intangible and phased through the street. Four Arms rammed her fist against the ground, forming a hole and she start looking around in confusion. "Kevin?! Come out!" shout Four Arms.

"Behind you." Four Arms quickly turn around and got slashed across her belly, leaving three tear on her uniform and has 3 scars.

"Argh!" groan Four Arms in pain.

She threw her punches but Kevin 11 grabbed all of her fists and engaged the grapple. She struggled to push him back but she's losing as Kevin 11's combined power was too much for her. Kevin 11 overpowered Four Arms: He encased Four Arms' upper right arm in crystal, leaving it numb, torched her upper left arm with his Pyronite hand, and sank his claws on her two lower arms.

"GYAAARGGH!" screamed Four Arms then she became completely covered in crystals and melt it solid by the flame. Kevin 11 inhale deeply and released a sonic shout.

"RAAAAGGH!" shout Kevin 11 as his sonic shout shattered the crystals and send Four Arms flying into a gas station, resulting an explosion. Kevin 11 watch the flames blazing in the area until a huge fireball emerge from the firewall. Kevin 11 grabbed the fireball and absorbs it. A female Pyronite rush out of the flames, running toward Kevin 11 with her fists covered in flames.

"Take this!" shout **Heatblast** as she punched Kevin 11's face twice, land a powerful thrust punch against his face, rammed her punches on his chest, lend her hands back than thrust them forward, unleashing a wide-spread fire blast at blank-range.

Kevin 11 rushed out of the flames unharmed and landed unblockable, superfast flurry of powerful punches. Heatblast couldn't defend herself or evade in time as she got pummeled. He lands an uppercut on her chin, thrust his Petrosapien arm and fired a series of crystal shards against her belly. He jumped up and rammed his foot against her face, sending her burrowing through the ground. Heatblast stood up sluggishly but Kevin 11 start running around her in circle, create a tornado that send her up in the air.

As she fall back down, Kevin 11 leap up and bored his jagged jaws through Heat Blast's waist and use his lower arms to grab her arm and leg & start yanking her down while chewing through her stomach.

"AIIIIEEE! KEVIN, STO—AAAAHHHHH!" scream Heatblast in intense pain. Kevin 11 released her than slammed her into the ground, Omnitrix first.

Heatblast remain motionless with huge cracks on her belly and lower back. Before Kevin 11 was about to kill her, the Omnitrix on her chest start arcing red lightning, letting out a warning sound then Heatblast released a surge of red light, slowly transforming back into Gwen, whose shirt was torn in half and gain the fatal wounds from her Pyronite form. Kevin 11 sneered at the unconscious Gwen.

"Sweet dream, princess! MWAH HA HA HA! GYAH HA HA!" laughed Kevin 11. "Next time, Gwen. Just...just stay away from me. And tell Ben that I will kill him for what he did to you!" growl Kevin 11 as he flew off in the distance. Gwen woke up slightly, barely opens her eyes and tried to stand up but cringed in pain.

She gazed at her exposed belly and saw a pool of blood leaking out of her belly and lower back, filling the ground with blood. She looked up and saw Kevin 11 flying away but her eyes began to flutter and heavy.

"Kevin... Ke…vi... Come...Come back... Plea…s...e..." She fainted by the loss of too many blood.

" _GWEEEEEEEEEEEEEEEEENNN!_ " screamed the Omnitrix while her body start arcing red electricity and the symbol is colored red. Then everything went black.

* * *

Gwen's eyes slowly open and can see the light. She blinked her eyes slowly until she felt her strength coming back. She fully woke up, stood upright and look around. She's in some kind of a room and her shirt was removed, leave her upper body exposed. She sees her belly was wrapped in bandages. Than Max & Verdona entered the room.

"GWEN! OH GWEN, YOU'RE AWAKE!" cried Verdona as she hugged Gwen. She moan in pain so Verdona slowly break the hug then hugged her head gently.

"Grand...pa, Gr...Grandma? W-What happen..." asked Gwen with a weak voice.

"Kevin 11 almost killed you. You're lucky that Ben passed by, used **Turbo** and brought you in the PLUMBER HQ." explain Max.

"Ke...vin... Why...do...does he ha...hate me...? Why Grand...ma..." whimpered Gwen as tears began to well up.

"No no no, Gwen. Shhh, Kevin doesn't hate you. If he does hate you, he would've killed you but he didn't." said Verdona softly.

"Magister, Lt. Steel reported a Frankenstien-like alien made of 9 alien body parts was seen at the abandon PLUMBER outpost near Parkville." whispered a special type of Plumber whose armor are red. Max turns to her and whispered the order.

"Check the sensors of that outpost. I want to know what he is planning."

"Yessir." saluted the female Plumber before leaving.

"Gwen!" Ben entered the room and greet Gwen. "What just happen? I thought having a mixture body of all 10 aliens will give Kevin a disadvantage in power?" ask Ben.

"I thou...thought...so too, Ben. But he can...actually fused th...the powers as one. By combining...Four Arms' super st...strength, **Dia...Diamondhead** 's durability & XLR8's super...speed, he land one powerful punch that send me flying...about 20 feet or more a...away from...him. I couldn't...defeat him... Needle Mouse...XLR8...Fourarms & Heatblast... They're not strong enough to beat him..." explained Gwen with every grunts in pains.

"Oh man! You look like you got attacked by Jaws!" winched Ben as he gazed at the images of Gwen's wounds, which have many scars that shaped like Kevin's jaws on both belly and lower-back.

"That...was Mermaid's...jaws..." groan Gwen.

"On Kevin's case, I'll call that male Mermaid, **Ripjaws**." smiled Ben as he pointed his thumb at the images.

"Magister Tennyson, Gwen's wound will be fully healed by the time she returns from school. I told the teachers that Gwen got attacked by a shark during the weekend visit at the beach." said Principle White.

"Thank you." nodded Max.

* * *

A week later after the failed battle, the students of Bellwood went on the field trips and Ben & Gwen are with them. Once they arrive at their destination, Gwen just gaze at swamp.

"Kevin..." sigh Gwen. She looks at her Omnitrix than she saw something that surprised: the cap of the Omnitrix has been ripped off and the core was struck in middle of Active Mode, giving it a small green diamond at the center and no images are displayed!

"Omnitrix! What happen to you?!" asked Gwen

" _Ah... I was severely damaged... I can manage to auto-repair myself but... The ring dial cap fell off during the battle with Kevin 11..._ " answer the Omnitrix in a static voice. " _Without the cap, I cannot control the DNA Matrix Chamber and you might transform incorrectly._ " explained the Omnitrix.

"When did it fell off?" asked Gwen.

" _Somewhere between here and the bus..._ " Gwen began an immediate search for the missing cap. She looked around the ground but couldn't find it. Ben saw her worry and walked over to see what's up

"Gwen, what's wrong?" ask Ben.

"The cap fell off! It's an important piece for the Omnitrix so she can have better control with the transformation." explained Gwen as she show her broken Omnitrix. Ben got wide-eyed by that.

"That's not good. Where is it?" asked Ben.

"Look around, I think it fell off somewhere between here and the bus." said Gwen as they search around. Meanwhile, the cap was laying on the ground somewhere and began to emanate green electrical aura that traveled across the soil and zapped the flooderworms.

Everyone continue their visit as the locals prepare the Crocodile Festival. One of the local brought the bucket filled with flodderworms then saw something strange.

"Hey, mac. What kind of flodderworms are those?" he asked.

"What do you mean?" ask the other.

"Look." The man reach down the bucket then pull out two flodderworms but they have mutated; its skin are dark-green, has mouth with teeth and has 5 eye stalks as if they were Lepidopterran larva.

"Ugh! What kind of worms are they?" the second man asked. Then everyone began to gather around as the crocodile eggs began to hatch. Everyone applauded as the eggs are hatched and the baby crocs crawled their way to the swamp but then they quickly swam out in fear.

"What's wrong with them?" asked the boy.

"Ben, I can't find the cap—"

"LOOK!" scream the local, causing the duo to turn around and saw a large lump of water rising. Suddenly a giant four-eyed, horned bullfrog emerges from the swamp river and land in the middle of the village. It croak twice and gazed at Ben & Gwen while everyone ran away in fear.

"Gwen, that's Dr. Animo's Mutated Frog!" gasped Ben.

"It must've gone out of range when I smashed the Transmodulator!" said Gwen in shock. "Have no choice!" frown Gwen as she gazed at her broken Omnitrix. She activated it and the core popped up but hasn't changed the symbol.

"Gwen, wait—" before Ben could stop her, She slammed the core and release a powerful surge of green energy that blinded Ben. Once he gain his bearing, what he saw was unexpected. "Uh... Gwen? You transform into... **Wildblast?!** " said Ben with a confuse look in his eyes. Gwen looked at herself.

She became **Wildcat** but she have Heatblast's arms, her hair ignited in flames and her claws are fire-like. On the tip of her tail was ignited in flame and her eyes are Heatblast's eyes but with Wildcat's pupils. She wore the broken Omnitrix on her left shoulder and, since it doesn't have the cap on, it doesn't have a cat feature.

"I... I'm Wildcat & Heatblast mixed together?!" muttered Wildblast in Heatblast's voice as she gazed at her Pyronite hands.

"Wow! You can talk now!" smiled Ben.

" _Very interesting... * **kof, kof*** Removing the cap from the ring dial not only cause the transformation to be random but also fused two DNA samples to create a Hybrid form. * **kof, kof** *_" coughed the Omnitrix.

The Mutated Frog croaked and lashed out his tongue at Wildblast. She quickly leaped away and land on the trees. The Mutated Frog retracts his tongue than launch it again. Wild Blast jump from trees to trees, dodging the mutant frog's attacks. She growled and jump toward the Mutated Frog. She zipped pass the Mutated Frog's face and land on all four on the ground.

The Mutated Frog roar in pain as it receives a burned cut on his nose. Wild Blast gave a grin as she lifted her hands together, channeling her flames to create a huge fireball. She threw the fireball, pushes the mutant frog out into the swamp and exploded. The Mutated Frog fell into the swamp then retreated. Wildblast smiled then the broken Omnitrix start beeping and she transform back into Gwen.

Unbeknownst to the duo, a mysterious man appears and saw the whole things. Then he saw the cap on the ground. A small crab crawl on it then got zapped by the Codon energy then grew four eyestalks and two insectoid wings then it flew away

"So Gwen 10, the pesky brat who ruined my plans time and time again, has her watch broken, eh? Very interesting thing!" smirked the mysterious man as he bend on his knees and pick it up. "With it, I can mutate any animals with the powers of her aliens! I, Dr. Animo, shall have my revenge! HA HA HA HA HA!" laughed Dr. Animo before he disappears in the woods.

* * *

As the students settled in the inn for the big festival tomorrow, Ben & Gwen relaxed in their room.

"So how did it feel being a Fusion Alien?" ask Ben.

"A bit difficult but I manage to get used to its mixed powers. Guess now I know how Kevin can use all 10 powers as one." sigh Gwen.

" ** _*kof, kof*_** _You best be careful... The transformations are random so any combination will be random as well. Who knows if it create a Fusion of Petrosapien and Galvan, or ***kof*** Piscciss Volan and Pyronite?_" asked the Omnitrix.

" **Diamond Matter** may sound cool but the Petrosapien's strength and durability will decreased due of the Galvan's size. And combining **Mermaid** and Heatblast is a bad combination." answered Gwen.

"Omni-Dweeb, why are you coughing every time you talk?" asked Ben.

" _I am malfunctioning, Doofus... Losing a part and being broken is like being sick. ***kof***_ " answered the Omnitrix.

"That cap must be very important. We need to find it or someone else does." said Ben as he head back to the village.

"Ben, it's 9:00 PM!" shout Gwen as she followed her Anodite cousin.

* * *

# _Elsewhere_ #

In a mysterious, abandoned observatory, Dr. Animo finished building a giant cannon.

"Finally, my Mutant Ray is but one step from completion!" smirked Dr. Animo as he held up the cap and install it inside the Mutant Ray. "Now my test subject..." Dr. Animo search around for a perfect target and he found it: a fruit bat hanging upside down. He grinned and piloted on the Mutant Ray, aim at the fruit bat and fire a powerful focused ray. It struck the fruit bat and it screech in pain.

Suddenly its body got covered in brown rocks than ignited in flames. Its wings got its stretched skin replaced with flames. The mutated Pyronite bat screech in fury than fly its way out.

"Go my pet! Destroy Gwen Tennyson! Ha-ha-ha! Bwah-ha-ha!" Dr. Animo laugh crazily.

* * *

# _The Village_ #

Ben activates his Mana and search around the area, hoping he'll find the cap. Gwen caught up with him and starts catching her breath.

"Did you find it?" ask Gwen. Ben faces her with his eyes glowing blue.

"It was here but someone found it. The frog was a diversion. Dr. Animo has it!" said Ben with a serious look. Then they heard a screech. They look up and saw a horde of Pyronite bats.

"What kind of bats are they?!" gasped Gwen. The horde of bats fired barrage of sonic fireballs at them and Ben create a shield to withstand the attacks.

"Seriously, Batman went Heatblast?!" shout Ben as he threw energy bolts at them, striking them down. Gwen activates the broken Omnitrix and she start transforming. Ben sweeps his hand and threw a crescent energy blade but the bats evade it. "Gwen?" Ben turns around and become surprised.

Gwen transform into Diamondhead but have the appearance of **Firefly**. She have two large crystallize wings, green abdomen and have Diamondhead's legs. She wore Diamondhead's uniform but her broken Omnitrix is on her forehead.

" **Diamond Fly?** " said the Petrosapien/Pyrofiggian Hybrid in shock. She shook in her disbelief and start flapping her wings. Lucky for her, she can still fly so she dash toward the **Heatbats**. She starts throwing punches, bashing several bats then fire crystal shards at the bats. "Ben! Take out the others!" shout Diamond Fly.

"It's Hero Time!" smile Ben as he activate the Copytrix, selected a form and slammed the core.

His hand turns black and has four fingers then his body becomes covered in black scales. His feet stretched, gaining two front toes and one back toe and grew four larger wings. Ben has green insectoid eyes and his body becomes covered in blue patterns with dark blue torso/waist. The Copytrix symbol is placed on his chest than he covered his body with his wings, forming like a hooded coat.

" **Big Chill!** " shout the **Necrofiggian** in a deep voice. He open his wings and flew up to join with Diamond Fly. He breathes an ice-cold vapor at the Heatbats, turning them into blocks of ice and they fell in the water. Then he turn intangible and phase through the rest, turning them into blocks of ice.

Diamond Fly generates two fireballs in her hands, place them together & thrust her hands forward. She fired a heat ray than sweep it from left to right. The last horde got hit by the heat ray than they got encased in crystals.

"That's all of them." sighed Diamond Fly.

"I believe Dr. Animo really _is_ behind all this." said Big Chill.

"What make you say that?" asked Diamond Fly.

"The Mutated Frog, the cap went missing, Half-Bat Half-Pyronite attacked. It all fits! Animo is using the cap to mutate animals, giving them your alien powers. Before we got attack, I locate the whereabouts of Animo. Come on!" Big Chill began to fly across the river.

"Wait for me!" said Diamond Fly as she began to follow when...

" _AAAAAHHH! CHOOOO!_ " sneezed the Omnitrix and released a burst of Codon energy, transforming Diamond Fly into a different form as she fell into the river.

"Gwen?! Where are you?!" asked Big Chill as he saw the flash of light and heard the water splashed. He began to search around the way until she surfaced and start swimming around.

"Look who I become!" smiled Gwen in her new Hybrid form.

" **Mer-Mouse**?!" exclaim Big Chill.

Gwen became **Needle Mouse** but she have webbed hands, green quills and spines, gills on her neck and wear metallic bra and have seashell accessories. Her legs already transform into a fish-like tail. The broken Omnitrix symbol is underneath her breasts.

"Yeah, watch this!" she curls up into a ball form, dive under and spin dash through the water like torpedo. Big Chill chuckled as he went to catch up with her. Once they arrive at the source, the abandoned observatory, their symbols start beeping. They transform back into their human self and Gwen swam out of the water. They enter the building and walk through the hallway.

" _Sorry... The circuit wires got a little crossed and I sneezed, forcing a Quick Change._ " apologized the Omnitrix.

"Quick Change? Was it similar to that powers Gwen used to have during her battle against Vilgax?" asked Ben.

"Close. It allows me to switch aliens form but the change is limited since I can still time out." answer Gwen.

"Cool." smirked Ben.

Suddenly two large creatures smash through the hallway. They growl at them as they block their path. They are covered in crystal.

"Those are salamanders but they've mutated into Petrosapien!" exclaim Ben.

"We can't shatter their hide with normal attacks." said Gwen.

"All we need is..." Ben slammed the core down and got bathed in teal light. His whole body become covered in white containment suit. He have headphone-like ears and the Copytrix is on his chest.

" **Echo Echo!** " chimed the Sonorosian in electronic voice.

"Let me help too!" Gwen slap the core down and she transformed. She look at herself: She became **Ditto** but taller than Echo Echo, has increased muscles, red-violet skin and grew an extra pair of arms. She now has four eyes. The broken Omnitrix is on her forehead.

"Four Arms and Ditto? Awesome!" smiled **Four Ditto** as she closed her fists.

" _Yippee... * **kof, kof** *_" coughed the Omnitrix.

"Here's the plan: you get them to stay still than I blast them with my Sonic Scream!" explain Echo Echo. Four Dittos nodded then clone herself until there are four Four Dittos.

"Four Dittos, attack!" shout Four Dittos as she and clone #1 attack the first **Diamond Salamander** while clones #2 & #3 attack the second. Combined might of Four Dittos are overwhelming as they repeatedly pound them but the amphibian lizards grab one of them and slam her against the wall.

The other 3 groaned in pain as they receive the other Four Ditto's pain, but thanks to their durability, they continue fighting while ignoring the pain. The Four Dittos clapped their hands together and release a shockwave. The Petrosapien creatures scream in pain as they fell on their back. Four Dittos merged back into one and gave Echo Echo, who created 8 clones of himself, the signal as she move away.

" **Wall Of Sound!** " shout the Echo Echos as they produce the combination of sonic screams. The salamanders' crystal skin got blasted into pieces by the sonic vibration. The damage was too much that they can't regenerate. The Echo Echos merge back as one. "We won!" smile Echo Echo.

"No problem!" smile Four Dittos.

Few minutes later, Ben & Gwen arrive at the center of observatory, where they found the Mutant Ray. Ben uses his mana and located the cap of the Omnitrix.

"I knew it! Animo used that missing part of the Omnitrix to mutate the animal into whatever alien form. We have to—" Ben was interrupted by the Mutated Frog again and he was partner up with a giant Mutated Snail.

"Gwen Tennyson and your cousin, yes? I was hoping I will run into you someday. You will pay for ruining my plans! Kill them, my pets!" order Dr. Animo, who is standing on the seat of Mutant Ray. The frog and the snail charge toward Ben & Gwen. They quickly slammed the cores down and release a bright light.

" **Shocksquatch!** " shout the Gimlinopitheous. He look at Gwen and chuckle a bit. "Wow, nice make-over, cousin!" chuckled Shocksquatch.

Gwen transformed into **Blossom Rose** but she have four eye stalks, four insectoid wings, a long tail with stinger and the broken Omnitrix is on her belly **.**

"Whoa! **Stinkfly** & Blossom Rose? It'll work." smiled **Stink Rose**. They charged toward the monsters and Shocksquatch slammed his electrical-charged fist against the Mutated Frog's face. Than he grabbed his horns and hammer tossed the Mutated Frog across the room.

Stink Rose know the snail's eyes are sensitive so she quickly jab its eyes, which it instantly screamed in pain, than slammed her fists against the ground, sprouting four sharp vines from the wooden floor and slash through the snail's sloppy skin.

It squealed in pain than tried to devour Stink Rose but when she got half-swallow, she unleash her solar beam from her rose bud. The beam pierce through its head and died. Stink Rose pulls her head out and shook her head, removing the drools on her face.

"Yuck!" groan Stink Rose.

Shocksquatch evade the Mutated Frog's tongue, grab it and slammed him into the water. Shocksquatch thrust his hands and fire a wide-spread lightning wave, electrocuting the water and kill the Mutant Frog.

"NO! My pets!" exclaimed Dr. Animo. He used the Mutant Ray as a weapon and start firing at the duo. Shocksquatch ran away from the beam while Stink Rose took off in the air and charge toward Dr. Animo.

She grab him, throw him off the seat then fire a blast of green goo from her eyes and trapped him on the wall. She sat on the seat and turn off the machine. Shocksquatch climbed on the turret and pull the cap off. He tosses it to Stink Rose.

"How do you fix it?" ask Shocksquatch. Suddenly Stink Fly's Omnitrix start beeping.

"There's one way to find out." Stink Fly place the cap on the symbol and it reconnected. She transform back into Gwen and she gaze at the Omnitrix. The cap return to its place and the Omnitrix is now fixed.

" _YAY! I feel like I was brand new!_ " cheered the Omnitrix.

"CURSE YOU, GWEN TENNYSON! CURSE YOU AND YOUR MEDDLIN' WAYS!" yelled Dr. Animo.

"What should we do?" asked Ben.

"The usual." smirked Gwen.

By becoming Stinkfly & **Jetray** , the duo quickly head back to the village with Animo, left him at the sheriff's office and return to their room before anyone notice they're gone. They revert back to normal and went to sleep.

* * *

#S _omewhere in the distant planet_ #

"RAAAAAAGGHHH!" roared mutated Osmosian as he rammed his crystal blade through an alien warrior. He pull it out and the alien dropped dead. He look up at the audience, which was divided by two: visitors from other planets and the local Tetramand.

"Is that your best warrior?! Bah! I want a worthy opponent! RAAAGGH!" roared Kevin 11 as the ground shaken by the force. On the throne seat was a giant Tetramand wearing gold and black armors, a king-style robe, has an eyepatch that covered his lower right eye and has stripes that act like mustache and beard.

"You will get your chance, Osmosian." muttered the giant Tetramand.

"Father, when I will crush his head?" ask a young female Tetramand who was dressed in golden gladiator uniform. She carried a dual-wield maul.

"Soon, Looma. Send in the Petrosapian!" shout the Tetramand. In the arena, a Petrosapian warrior steps in the ring and attack Kevin 11. He did his best but Kevin 11 grabbed him with his arms than release a supersonic roar.

"RAAAAAGGHH!" roar Kevin 11 and his roar has shatter the Petrosapien into million of pieces. "No...more! The more I see the Pyronite, Petrosapien or Tetramand, they remind me of Ben Tennyson! I will kill you, Ben Tennyson! I WILL KILL YOU! AND I WILL ABSORB ALL OF YOUR POWERS!" roared Kevin 11 as he went berserk, smashing several battle drones, ripped the drone's head off with his jaws then used the drone's leg to sliced the other in half then threw it at the last one, causing him to exploded. Then he roared again.

"GRAAAAAHH! If you are mighty then all Tetramand, then come down here and fight, **Warlord Gar**!" Instead of Warlord Gar, a young female Tetramand leap down from the throne and land in the arena.

"I do not know who this 'Ben Tennyson' is but no one trespass **Planet Khoros** and threaten my father! Prepare to be defeated by **Princess Looma Red Wind** , you freak!" growl Looma as she spun her dual-wielded mauls.

"I'M NOT A FREAK! I'M KEVIN 11! I HAVE YOUR POWERS, TETRAMAND, SO _YOU_ PREPARED TO BE _KILLED_!" roar Kevin 11 as he charged toward Looma and swung his Pyronite fist while Looma drop in defense stance and ready to swing her maul.

 **Richard: I am so embarrassed…**


	13. Chapter 13

**Chapter 13: Gwen 10,000**

 **Richard: *crying hysterically* Why did I even write this? Kevin 11 got on Khoros by randomly piloting a starship, future villains kidnapped him for their agenda, pointless travel to future just to save Kevin, overcomplicating—AAAHH! I am so embarrassed, I am so friggin' glad I rebooted this!**

* * *

Somewhere on Planet Khoros, home planet of the Tetramand, there was an intense battle happening in the coliseum. Kevin 11, 11-year-old Osmosian Hybrid who got mutated into a monster made of 10 different aliens, was wrecking havoc as he become mad with powers and has thirst for revenge. He has slain almost all the gladiators from other planets, including the local warriors, and now began to battle the beautiful Princess Looma Red Wind, a 13-year-old daughter of Warlord Gar Red Wind, the most powerful leader of all Tetramand. Now the battle was underway...

"So, monster! Why did you come here?!" asked Princess Looma as she dropped on her knee and catch her breath. She never fought a creature made of 10 different species before and his powers are unpredictable.

"I want to fight someone strong, so I can gain new powers! So I used the powers of the Galvanic Mechamorph and merge with one of the PLUMBER's starfighter then I piloted it across the galaxy but then crash on this planet!" explain Kevin 11 with his arms crossed.

"But if you're from Earth, how did you gain the powers of the Galvanic Mechamorph and Tetramand?" asked Looma as she stood back up and gripped her duel-wield mauls.

"A little princess possessed the DNA Alterer Reviver called the Omnitrix, which contain the DNA samples of different aliens, including your kinds & I absorbed their powers. I have the powers of all 10. Enough chit-chat! Let's fight!" roared Kevin 11 as he dash toward Looma and ready his punch.

"Hi-ya!" shout Looma as she somersaulted over Kevin 11 and land an axe kick on the back of Kevin 11's head. He got pushed forward and crash head first against the wall. All the Tetramands cheered as they watch the battle from the audience seats & Warlord Gar watches from his throne, worried. Looma land on her feet and run toward Kevin 11. Kevin 11 pulled his head free but than received a blow from Looma's maul and he staggered back. Looma repeatedly slam her mauls against Kevin's face, torso and knees until he's down. She place her foot on Kevin 11's chest and raise her arms as everyone cheered.

"You are finished, monster!" grinned Looma with triumph. Suddenly all 3 of Kevin's eyes shot open and a sadistic grin appear on his face.

"Not for real!" grinned Kevin 11 as he become a cloud of ectoplasm smog and enter through Looma's mouth.

"AAH! What the?!" exclaimed Looma than her eyes turned pitch black with purple pupils. She tried to move but she can't. "W-What is happening? Why- AAH!" Suddenly, for unknown reason, her arms start jabbing herself in face.

"What's going on?!" screamed Looma. Everyone was confused of this but Warlord Gar know this attack.

"Ectonurite!" gasped Warlord Gar. Looma then notice her arm began to jerked, rose up high with her maul then swung it down and slammed against her knee, shattering the bones.

"GYYYYYAAAARRGGGHHH!" she screamed in intense pain than she start levitating in the air. Warlord Gar was in shock and horror as he watches his daughter crash against the walls like a ragdoll. Once she returned to the center of the arena, the ectoplasm vapor flow out of her mouth, dropped her on the ground and her eyes return to normal. The vapor appear behind her and manifested into Kevin 11 with an evil menacing grin.

"Mwah ha ha ha! That's the power of an Ectonurite! And there's more!" Kevin 11 ran around in circle at supersonic speed, created a tornado and tossed her up in the air. She fell back down and received a powerful blow in the face. She crash against the wall and her lower body got encased in crystal. She struggled to break free but failed so she sighed in defeat.

"I am yours now..." said Looma as she close her eyes and hang his head down.

"What?" ask Kevin 11 as he raised an invisible eyebrow.

"I am your wife now." answered Looma.

"WHAT?! ARE YOU CRAZY!?" snapped Kevin 11.

"It's our traditional way; if a male being succeed in defeating the Tetramand woman, she marry that male being." explain Looma. Kevin 11 immediately grab her, pulled her out of the crystal and slammed her against the wall.

"Me?! Marrying you? Ha! Don't make me laugh! Aside from me, who would ever love a four-armed, four-eyed freak such as you!" laughed Kevin 11.

"I'm not a freak! I'm beautiful like all the other women!" snapped Looma.

"Whatever. Listen, freak, I'm canceling your offer!" smirked Kevin 11 as he threw her across the arena and she crash against the wall next to her father.

"Looma!" exclaim Warlord Gar.

"I...I'm sorry, Father... I...failed you..." mutter Looma as she fell unconscious. Warlord Gar shot up from his throne in rage.

"Tetramand! Kill that monster!" order Warlord Gar.

"Bring it!" grinned Kevin 11. Suddenly missiles appear from nowhere and blasted the arena. Everyone recovers from the blast and Kevin 11 wonder who attack them.

"Well, well. If it isn't Kevin 11." said a voice. When Kevin 11 turned around, he got wrapped by four long tentacles and got electrocuted.

"GYAAAAAAAAAHH!" screamed Kevin 11 then he fell on his back and morph back into his human form. Multiple shadow figures appear and took Kevin away.

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the Omnitrix from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the Omnitrix release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see the Omnitrix as she scrolled down the list of 10 different alien icons excluding Ghostfreak.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- Wildcat the Felinesapien

#2- Fourarms the Tetramand

 ** _Fighting all evil from Earth or space!_**

#3- Grey Matter the Galvan

#4- XLR8 the Kineceleran.

 ** _She'll never stop until she makes them pay!_**

#5- Diamondhead the Petrosapien.

#6- Upgrade the Galvanic Mechamorph.

#7- Mermaid the Piscciss Volann.

 ** _'Cause she is the baddest girl who save the day!_**

#8- Needle Mouse the Hedgesapien

#9- Firefly the Pyrofiggian.

#10- Heatblast the Pyronite.

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the Diamondhead summons a field of crystal charging toward the fourth wall, Needle Mouse leaped away from a giant monster-like insect as she fires her quills, Ben performing a Mana technique, Kevin absorbed the metal then morphed his fist into a spiked morning star, Gwen finished her transformation as Mermaid and Gwen soaring through the sky on her hoverboard.

The final scene shows Gwen with her Omnitrix, releasing a powerful surges of Codon energy as we see a quick glimpse of all the silhouetted alien icons minus Ghostfreak appear in the background. Then she stood next to the title " _Gwen 10_ " with her arms crossed and a smile on her face.

 ** _*End Song*_**

* * *

# _Planet Earth_ #

Ben & Gwen returned from their field trip and head to the PLUMBER HQ by the secret elevator at the workshop. Once they arrive, they were greeted by Verdona.

"Grandma. Did you find Kevin?" asked Gwen.

"I succeed of locating him but before I can pinpoint, he's gone..." answer Verdona.

"What? How can he disappear?" asked Gwen.

"A good question." answer someone. Ben, Gwen, Max and Verdona look around in confusion than saw a man in a lab coat with a goggle hanging around his neck and with him, a teenager wearing a white/black armor that resemble Ultra Ben and Kamen Riders with green scarf.

"Who are you?" ask Ben & Gwen in unison.

" **Professor Paradox** , at your service. Good day all." greeted Prof. Paradox in scientist lingo.

"And I am **Chronos Spanner**. We are Interdimensional Time Traveler and..." Chronos move in, grab Ben's hand and shook it. "I am a huge fan of you, Ben 10!" he answered with glee.

"How did you know my name?" asked Ben.

"Gumball?" offered Prof. Paradox as he hold out a bag filled with gumballs.

"No thank you." said Grandpa Max.

"I do!" chimed Verdona as she grab 5 gumball and tossed them into her mouth. She start chewing it.

"Are you guys really time travelers?" asked Gwen.

"That's right." nodded Chronos.

"Yeah right." Ben scoffed as he crossed his arms.

"Oh really? Benjamin, I know you're obsessed with Sumo Slammer and your left eye twitches when you lied. You had a crush on Kai Green but she turn you down. And you cheated on the exams by digging the answers from your teacher's thought." smile Prof. Paradox. Ben got wide-eyed and Max, Verdona and Gwen look at Ben while Chronos start chuckling.

"He's lying!" shout Ben. His left eye start twitching.

"No, _you're_ lying, Ben. Your left eye really does twitch when you lied." grinned Gwen.

" _Oooh! What else juicy secrets shall we discover?_ " asked the Omnitrix.

"So what brought you here, Paradox?" ask Max.

"Someone from an alternate timeline has enter in this time frame and kidnapped Ethan. They planned to use him to conquer that timeline but Ethan's mental mind are very unstable and it will be very disastrous." answered Prof. Paradox.

"In English?" asked Ben.

"Kevin will go on a total rampage, absorbed everyone in his path and won't stop until the whole galaxy are destroyed." answered Chronos. "He might even devour the Anodites."

"What?!" exclaimed Verdona. "How will we stop him?" asked Verdona.

"Benjamin, Gwendolyn and Mrs. Verdona must go with Chronos to that timeline and stop Kevin 11." answer Prof. Paradox.

"But how?!" asked Ben before they all noticed Prof. Paradox is gone.

" _Whoa! Where did he go?!_ " asked the Omnitrix.

"Back to his time. I will take you there myself, just as he order. Follow me." Chronos held up his hand and created a large green sphere that engulfed everyone and disappeared.

"Good luck, kids. Watch over them, Verdona." said Max.

* * *

In the middle of the street, the green sphere burst out of nowhere then vanished. In their place was Verdona, Gwen, Ben and Chrono.

"Where are we?" asked Ben.

"Follow me." said Chrono as he activated his boot jet and flew across the street. Verdona flew after him with Ben following on his Mana platform. Gwen just activated her Omnitrix and slammed the core, morphing into a Kineceleran.

" **XLR8!** " shouted the velociraptor alien then she speed her way down the street. The whole city is so futuristic and there are many stores with signs in either English, Spanish, Chinese, Dutch or Alien language. There are many Human and aliens co-existing in the city. There are even aliens such as Galvanic Mechamorph, Kineceleran, Hedgesapien, Arburian Pelarota, and Petrosapien. Outside the city was the view of Mt. Rushmore, or what's left of it. "We're at Mt. Rushmore but I don't recall a city being here." muttered XLR8. They stopped in front of a large statue and Chronos turn to face the Tennysons.

"Welcome to the **Omnitrix City**." smiled Chrono, if you can see his smile behind his mask.

"Omnitrix City?!" exclaimed the trio.

" _Cooool! A city named after me!_ " said the Omnitrix as she start geeking out.

"Yo, Gwen." greeted an alien teenager as he flew by on a hoverboard.

"Hey, Gwen 10K! Keep up an awesome job!" waved the Kineceleran girl as she zoomed by. XLR8 was confused of the '10K' part but she waved back.

"They knew XLR8 was Gwen?" asked Ben in confusion.

"And they called her 'Gwen 10K'. Why?" asked Verdona.

"Take a good look at the statue." said Chronos as he pointed his thumb over his shoulder. They looked up and saw the statue of the adult version of Gwen. She has a long hair tied in a ponytail, wore a bodysuit, a belt that have the cat icon with "10K" on it; and on her left arm was the Omnitrix but it was bulked and has gauntlet-like form. Beneath the feet was the monument that read "Savior of Earth Gwen Ten Thousand".

"That's me? I am so awesome!" said XLR8 with glee.

" _And I look even cooler!_ " chimed the Omnitrix. Suddenly the statue exploded into pieces and began to fall. Everyone quickly retreated back before the statue crushed them.

"Not!" said Ben in surprise.

"Who did that?" asked Verdona.

"Gwen Tennyson. Long time no see." snorted a gruff voice as a cybernetic rhino-like creature with a cannon as his horn emerged from the dust cloud.

"WHO IS THAT?!" exclaimed Verdona.

" **Exo-Skull**." answered Chronos.

"It's time for my revenge!" grinned Exo-Skull as he charges toward XLR8 but she quickly evade then start jabbing his legs with her kicks. Nothing as Exo-Skull swung his horn and smacked XLR8 aside and she crashed against the ground.

"Ugh... He's tough!" groaned XLR8. Chronos start firing lasers from his gauntlet and it phased Exo-Skull as he stagger back then Ben start throwing energy bolts at Exo-Skull.

"NICE TRY!" roared Exo-Skull as he drop on four and fired a powerful energy beam from his horn that pushed him back a bit. Ben quickly guard up but he got hit hard and crashed on floor. Exo-Skull fired again then Verdona stepped in, chanted a spell " ** _Contengo_** " and generated a super Mana bubble. It withstood the beam but cause great damages on the shield. Then she drop the shield and generate four Mana energy that lasso his legs and bind him down.

"Anytime now, Kiddo!" grunted Verdona.

"I'm trying but the Copytrix doesn't want to work!" grunted Ben as he tried to activate it but nothing.

" _Copytrix suffers damages. Please standby until Auto-Repair is finished._ " said the Copytrix as the core is now colored black. Chronos flew around Exo-Skull, zapping him with lasers but Exo-Skull slapped him aside and he landed on Verdona, forcing her to release him.

"Not good." groan Chronos.

"I thought you knew how to defeat him!?" asked Verdona as she shoved Chronos off her.

"I didn't say that." denied Chronos. XLR8 stood up and shook her head.

"Okay! You're going down!" XLR8 dash toward Exo-Skull and prepare herself to ram him until her Omnitrix start beeping and she timed out.

"WAAAAH!" screamed Gwen as she bumped against Exo-Skull's belly then bounced a few feet away from him. She rubbed her head and look up as Exo-Skull approach him. "Uh... Maybe we can talk about this?" asked Gwen.

"Huh?!" exclaimed Exo-Skull in confusion. Then he heard someone chanted a spell.

" ** _Kemo_ Char!**" Verdona chanted with her fist forward, covered in magenta Mana then fired a powerful rapid-fire Mana beam and struck Exo-Skull. He grew annoyed of Verdona's attack and fired his cannon.

"Heads up!" Chronos pulled out a grenade, activate it and slammed it against the ground. It shattered and created a force field. It deflected it then the force field dissolved and Verdona charged in to attack. Exo-Skull snorted as he grinned and fired a small shell that popped open into energy net. It caught Verdona, pinned her down on the ground and electricuted her.

"GYAH!" yelped Verdona then she passed out. Then Exo-Skull turn his cannon at Ben and Gwen.

" _Guys, run!_ " exclaimed the Omnitrix. They start running as Exo-Skull start shooting at them until a black/dark-blue blur moved in at hypersonic speed and rammed against Exo-Skull, shattering his horn by the impact then the blur turn around and rammed him again, smashing his armors then it return and rammed him one final time then the blur ran around in circle, spinning Exo-Skull around until he stop and collapsed on his back. Gwen and Ben quickly ran up to Exo-Skull, who is now defeated.

"Will somebody please tell me what the heck is going on here?!" asked Gwen then the blur zoom passed her and stop in its track and turn around to face Exo-Skull as Chronos removed the net from Verdona. It was a Kineceleran but she is taller, has more developed body with muscle tones, wore black uniform that covered her body and her tail with dark-blue stripes and arrows and wore the cat-shaped Omnitrix symbol on her chest.

"Is that...XLR8?" asked Ben in awe. The Kineceleran then scanned Exo-Skull with her green visor.

"Looks like the work of Animo. Ben, contain him." ordered **Future XLR8** in a mature voice. Suddenly a tall, muscular warrior appeared out of nowhere. He was wearing a battle uniform colored black and white, has a battlemask, wore a hooded cape and has the Charm of Bezel on his collar.

"Okay, okay. You beat me to it. Next time, I'll be the one who save the day." chuckled the mysterious warrior as he thrusted his hand and encased Exo-Skull in a crimson Mana bubble. "Animo, you say? Then we better head back to the Headquarter for a DNA analyse." he said then they turn their head and saw Verdona, Gwen, Ben and Chronos.

"Chronos?! What are you doing here?" asked the mysterious warrior.

"Uh... This will be difficult to explain. Wanna a short story or a long story?" asked Chronos sheepishly.

"HQ. Now! And take them back!" order Future XLR8 as she began to walk away until Gwen block her path.

"Hey, Future Me! You were so awesome, beating that rhino guy in a blink of an eye!" said Gwen as she start geeking out.

"I don't have time for this!" said Future XLR8 harshly as she turn around and began to walk away again but Gwen, once again, block her path.

"Come on, tell me! When will I unlocked all 9,981 DNA samples?" asked Gwen as her eyes become starry animation. Future XLR8 stood up straight, place her claws on her chin and gazed at Gwen.

"Hmm... Let me think. How about... NEVER!" yelled Future XLR8 then dash off at hypersonic speed, leaving a sonic boom in her wake.

"Now that wasn't very nice. Yelling at Young Dweeb and Omni-Dweeb then ran off like that. You need an attitude adjustment, Gwen." the mysterious warrior called out, hoping she heard him.

" _Wait a sec... Dweeb and Omni-Dweeb?!_ " asked Omnitrix as she managed to hear what the warrior said. Ben stood in front of the warrior then he removed his battle mask, revealing his face then he removed his hood. He's the adult version of Ben but has grown a beard.

"You're..." gasped Ben.

"You? Yeah, pretty much." smiled **Future Ben**.

"Wow! Look how much you grown!" squealed Verdona as she pinched Future Ben's cheeks.

"Ow! Grandma, don't pinch me too hard. I just recovered from the battle against Hexlord." groan Future Ben.

"Ahem! Should we head for the **Omnitrix HQ**?" asked Chronos.

" _Wow... Everything were named after me!_ " said Omnitrix as the pixel face appear on the Omnitrix core. This face: **^o^**

"I got my own headquarter!" squealed Gwen.

"Okay then." nodded Future Ben then his PLUMBER badge start beeping.

" _Danger Alert! Sector 15D!_ " beeped the AI that sound like the Copytrix.

"What's in Sector 15D?" asked Verdona.

" **Fort DNA X**. Earth's massive genetic depository with DNA samples from across the galaxy... ANIMO! We gotta go there and stop him!" exclaimed Future Ben. Suddenly a horn was heard then the Rust Bucket parked in front of them.

"The Rust Bucket?!" asked Ben. The door open and stepped out Grandpa Max but this one was older then the Grandpa Max they know and he has grown beards. He was scratching his head as he smiled.

"Benjamin! I knew it was you." smiled **Future Max**.

"Max!" piped Verdona as she waved at Future Max with Ben and Gwen.

"Well, I see someone finally figured out their time portal!" smiled Future Max.

"Hey, what's that mean? I never got side-tracked!" scoffed Chronos as he crossed his arms.

"GRANDPA!" Ben and Gwen ran and gave Future Max a group hugs, with Verdona joining in.

"Now this is what I called a perfect gift; seeing you three again." smiled Future Max.

"Don't you still see us?" asked Gwen.

"Well, I see Ben a lot and Verdona left on a mission 2 months ago." answered Max.

"Well, it's great to see you too but, Maxxy, the same shirt? Don't you think that was 20 years out of style, 20 years ago." smirked Verdona.

"Hey hey, when you find the looks that work." chuckled Future Max as he held the collar.

"Grandfather, Dr. Animo broke into the Fort DNA X. Can you give us a lift?" asked Future Ben.

"Sure thing. Jump in, Kiddos. You too, Chronos." smiled Future Max.

"Score!" cheered Chronos as he fist-pumped. They climbed inside the Rust Bucket. Everyone minus Future Ben and Chronos clamor in awe as they saw the inside of the mobile home. Futuristic techs, computer system, a refrigerator, everything.

"Cool, it's totally tech out!" said Ben and Gwen in unison. Verdona then wrapped her arms around Future Max.

"You look more handsome now." smiled Verdona.

"And you are still beautiful since the last I saw you." smiled Future Max.

"You ain't see nothi' yet!" smirked Future Ben. The Rust Bucket began to transform; The bumper popped out and grew wider, the ladder become shorter and the extra wheel split apart as the rear end open up into wings, revealing 4 turbines while the wheels return as one and the air conditioner split into two and become wing fins. The mobile home got lifted off the ground then the wheels has been moved down, acting as turbines. The turbines ignited and the Rust Bucket took off to the sky as the futuristic police force arrive to arrest Exo-Skull.

"WHHHHOOOOOOOOOOOOOAAAAAAAAAA!" exclaimed Ben, Gwen and Verdona with a wide smile.

"So, where do I sleep?" asked Gwen.

"Your fancy headquarter. Where else, dweeb?" scoffed Future Ben in annoyance. "You become too troubled and serious to stay with us."

"It's seems you have some...other priorities." said Future Max sadly.

"What made her act that way?" asked Ben.

"Let's save that part until we solved this crisis." said Chronos. Gwen, Ben and Verdona gazed at each other.

* * *

The **Rust Bucket Mk. II** flew across the futuristic city then arrive at the large laboratory building. Future Max parked the Rust Bucket Mk. II in the entrance.

"We'll go back up Gwen!" said Ben and Future Ben in unison as they dash out of the door. Chronos and Verdona followed them and Gwen stop to look back.

"Aren't you coming?" asked Gwen.

"Oh. Don't worry about me. Beside, you never needed my help anymore." smiled Future Max.

"Okay... How old are you now?" asked Gwen.

"79, now 80." smiled Future Max.

"Happy Birthday, Grandpa!" smiled Gwen as she leap out of the mobile home and closed the door. Max began to drive the Rust Bucket Mk. II then his face has signs of sadness. As Future Max left, Gwen began to rotate the Omnitrix.

"Alright, it's Hero Time!" grinned Gwen as she slammed the core down and released a bright light, transforming into a female Lepidopterran.

" **Stinkfly!** Aw... I wanted Four Arms..." groaned the Lepidopterran. Ben has no luck as the Copytrix is still in Auto-Repair Mode. They arrive in a large room where they can see millions of capsules on the walls and a view to Mt. Rushmore behind them. As they continue flying across the room, Chronos looked around for any sign of Gwen 10,000 or Animo.

"Where's Gwen 10,000?" asked Chronos. Suddenly the wall erupted into large dust cloud, knocking the heroes down then a punch was heard as a female Tetramand went flying and crashed on the floor after everyone leaped out of the way. She wore a black/dark-blue swimsuit-like uniform similar to She-Hulk's, wore black fingerless gloves, has orange ponytail, crimson lips and wore the **Future Omnitrix** symbol on her chest. She look just like Tini but thinner. She stood up and saw Future Ben and co.

"Chronos, why didn't you send them back?" asked **Future Four Arms** rudely.

"There is a good reason but I can see something is wrong in this timeline so we're going to help you before we begin our real mission." explained Chronos.

"Ugh... Time Traveler." sigh Future Four Arms. Stinkfly flew up to Future Four Arms and gave a big smile.

"Hey, I was thinking of becoming Four Arms too. Great minds sure think alike!" smiled Stinkfly.

"I don't think so! Now beat it!" order Future Four Arms

"Where's Animo?" asked Future Ben as he wore his battle mask. Suddenly a capsule smashed right in front of them.

"Right here, Tennyson!" answered the voice of Dr. Animo. They all looked at the gaping hole then, stomping out of the hole, was Dr. Animo but he has red eyes (the left was robotic) and his head was placed inside some kind of machine that was attached on a large albino gorilla.

"That's Dr. Animo of the future?!" exclaimed Ben and Stinkfly.

"I see you brought back-up. You are going to need it! I, Dr. Animo, will used all of your 10,000 heroes to create an army of 10,000 monstrous aliens! BWAH HA HA HA!" laughed **Future Animo**.

"Oh yeah! Well, let's see you try!" frown Stinkfly as she charged toward Future Animo but he slapped her and she crashed on Future Four Arms, knocking her down.

"MWAH HA HA HA!" laughed Future Animo as he charged toward them. Verdona and Ben engaged Future Animo but he easily clothesline them, sending them crashing against the floor then swung his arm at Chronos Spanner, only for him to activated the boot jet and evaded the massive arm. He fired his gauntlet at Future Animo and electricuted him. He got stunned for a bit then recovered by clapping his hands hard, sending sonic wave that smacked Chronos against the ceiling.

"Ugh... Ow... Must've lost my touch." groan Chronos. Future Ben's Charm of Keystone began to glow:

" ** _Kemo Char!_** " he chanted a spell in Latin then discharge a powerful energy beam but Future Animo ripped the floor up, redirecting the attack back at the Anodite. Future Ben quickly formed a force field but it shattered by impact and he got smacked aside.

"Argh!" groaned Future Ben as he struggle to stand up. Future Four Arms saw him in that state.

* _Ben! That's it! No one DARES to hurt my cousin!_ * snapped Future Four Arms in her thought. Future Four Arms stood on her knee, grabbed the pipe on the floor, bend it over and pinned Stinkfly's tail.

"HEY! What was that for?!" asked Stinkfly.

"Now stay out of my way!" snarled Future Four Arms as she charged toward Future Animo.

"NO FAIR! YOU- I MEAN, _I_ CAN'T DO THAT TO ME!" argued Stinkfly as she start swinging her fists around and everyone began to recover.

"RAAAAGH!" roared Future Animo as he pounded his chest then charged toward Future Four Arms. The Tetramand swung her arms and land the first blow, which knock back Future Animo but he counter with his own attack, knocking Future Four Arms down. Even as an adult, Future Four Arms was having difficulty of battling Future Animo because the albino gorilla has the strength that matched the Tetramand's.

"Aren't we going to help her?" asked Ben as he walked up to his future self's side.

"She prefer it this way." answered Future Ben with his arms crossed.

Future Four Arms steps away then Future Animo land a right hook but the former counter with two double cross punches then Future Animo pounced on her, engaging in a grapple. Suddenly she got bathed in a powerful green energy and in her place was 12-foot-tall robotic humanoid covered in black/dark-blue motorcycle armor, has the cat icon on her torso and the Future Omnitrix symbol on her left chest. She looks like Arcee from _Transformer Prime_.

"GET OFF!" snarled the robotic humanoid as she stood up, lifting Future Animo's arms up while her breastplates swung open and reveal two miniguns then blasted Future Animo with a spray of energy bullets. Future Animo got knocked back by the attacks and Stinkfly gazed in shock of the new alien form her future self transformed into then another flash of light and the robotic humanoid morphed into a Petrosapien. She looks just like **Diamondhead** but her crystals are more durable and darker, her head grew two spikes and has no hairpin, her uniform are black on top and dark-blue on bottom. She's belly opened and wore the Future Omnitrix symbol on her chest. She slammed her fist down and send a field of crystal at Future Animo and encased him in a giant tower of crystal. Suddenly Future Animo broke free from the crystal.

"RAAH!" yelled Future Animo then he grabbed the robotic crane and ripped it off, jumped down and dive toward **Future Diamondhead** , who quickly shielded herself with a wall of crystal. However, her defense failed as Future Animo slammed the crane down, shatter the wall and squashed Future Diamondhead. "I got you now, Tennyson!" grinned Future Animo evilly then his grin faded as a surge of electricity move about from the impact.

Crawling up from the crane was a **Nosedeenain** , similar to the Mega Watt but female, the stripes and plus end (on her head) are dark-blue and wore the Future Omnitrix on her chest. Her body start surging with blue electricity then thrusted her hand and fired two powerful lightning ray, electricuting Future Animo.

"GYAAAH!" screamed Future Animo as he quickly let go of the crane and fell on his knees as he panted heavily then a flash of green light appear from behind and he glanced over his shoulder. He grew wide-eyed and gasped as a brown spinning sphere tackled him and rammed him against one of the capsule, smashing and spilling tannish liquid then passed out. The spin ball open up and land on its feet as a Hedgesapien. She wore the similar uniform as Future Four Arms, her quills are larger and longer, and wore the Future Omnitrix on her forehead. Stinkfly gave the biggest smile you ever seen.

"That was so cool! You got that power to switch forms at will and unlocked new aliens! What's the robot girl's name? RoboGirl? **Fembot**?" asked Stinkfly.

"They are not toys! I don't name them anymore!" answer **Future Needle Mouse** bluntly then morphed into Future Four Arms.

"But that was part of the fun." whined Stinkfly.

* _Hmm... Future Me haven't said a word. I wonder why?_ * thought the Omnitrix. Future Four Arms walked in front of Future Animo.

"AAAH!" exclaimed Future Animo as Future Four Arms swung her punch and, instead of his head, she smashed through the capsule he crashed on and pulled out the cords and wires then bind him down with them. While everyone remain watching while Stinkfly continue yanking her tail, they heard a voice quoting a familiar line.

"Did we detected a cry for help? Because the **Galactic Enforcers** has arrived!" said the voice as 3 aliens appear out of nowhere.

"Ultimos! Tini! Synaptak!" smiled Ben and Gwen. Future Four Arms noticed them and morph into Future XLR8. She doesn't have her visor on so we can see she now has blue lips and black marking on her face.

"The show's over, guys." said Future XLR8 then dash in front of Ultimos.

"It's a big world, Gwen. You could save a couple of bad guys for us, you know?" smiled **Future Ultimos**.

"That's what I said but she always beat me to it." sighed Future Ben.

"What would be a point? Beside, since you're here, how about you bring Dr. Animo back to the Null Void Chamber for me." scoffed Future XLR8 as she wore her visor and dashed away.

"Yeah... Sure... Anything to help." sighed Ultimos. Stinkfly continue yanking until she timed out and yanked her leg back but before she fall, Future XLR8 grabbed her and Ben then dash off at hypersonic speed.

"How rude!" frown Verdona as she place her hands on her hips.

" ***sigh*** I'm sorry about that, Ultimos. The loss was too much for her." sighed Future Ben as they quickly follow them. Future Ultimos, **Future Tini** and **Future Synaptak** approached Future Animo.

"Yes, you got me now. There's nothing I can do." said Future Animo as he sport a silent grin and glance his evil eyes to a nearby capsule that labeled "VX-0001".

* * *

At the Omnitrix City highway, Future XLR8 carries Gwen and Ben across the street at hypersonic speed.

"WHEEE! Sure beat traffic!" cheered Gwen.

"So Dr. Animo has been around for a long time?" asked Ben.

"Yes. He escaped a few years back and I wasn't sure he was going to show his ugly face again." answered Future XLR8. "But now he won't be causing any more troubles."

"What about Vilgax?" asked Gwen.

"Last I saw him, I left him in pieces! It wasn't pretty for anyone. 'Nuff said." replied Future XLR8.

" _Gwen 10,000, why are you being so ruthless with everyone, including your young self?_ " asked the Omnitrix.

"None of your business, Omni." answer Future XLR8.

" _Omni? Is that my nickname?_ " asked the Omnitrix.

"Omnitrix is the name of the DNA Alterer Reviver so I named the AI ' **Omni** '." answer the Kineceleran.

"Whoa, you're such a buzzkill!" said Ben.

" _Copytrix Auto-Repair will be complete in 6 hours._ " announced the Copytrix.

* _The Copytrix? I haven't seen that replica for 20 years._ * thought Future XLR8.

* * *

Back at Fort DNA X, Future Tini and Future Ultimos finished removing the cables and wires then Future Animo gave a silent grin as his mechanical collar discharged a cloud of gas at the Galactic Enforce and they instantly collapsed to unconsciousness. Future Animo got back on his feet and walked toward the capsule VX-0001 and pulled it open, spilling the liquid out. Inside was the mutilated corpse of Vilgax!

Future Animo powered up his Transmodulator and bathed the corpse with orange energy. The corpse began to reanimated itself.

"Welcome back, Mister Vilgax! So nice to rejoin me!" grinned Future Animo evilly.

* * *

They arrived at the Omnitrix HQ, Gwen 10K's HQ and the tallest tower of the Omnitrix City. Its top was shaped like the Omnitrix symbol.

"This is my Headquarter! AWESOME!" cheered Gwen as they arrived in the control room. Future XLR8 put her younger self and her younger cousin down then dash off to find something to eat.

"I love it here! I should start exploring!" smiled Gwen.

"Sadly, I don't have time to kick back and enjoy my room. I'm on patrol." said Future XLR8 as she dash toward the computer and check the monitors for any dangers.

"Don't you ever morph back to your normal self?" asked Ben as he crossed his arms.

"Nope."

"Big-butted dweeb!" scoffed Ben.

"WHAT!?" snapped Future XLR8 as she morphed into a Loboan who resemble **Blitzwolfer** but has black/dark-blue uniform and wore the Future Omnitrix on her collar.

"ARRRRWWWOOOOOO!" howled **Future Blitzwolfer** as she lunged at Ben, who quickly transformed into his Anodite form, and they engaged in a brawl. They start rolling around as they start beating each other up. Future Ben, Verdona and Chronos arrived and saw the fight.

"Whoa! He can..." Chrono was speechless.

"Good grief." sighed Future Ben as he face palmed himself and shook his head side to side.

"Gwendolyn! Benjamin! Stop fighting at once!" order Verdona.

"RAAARR!" snarled Future Blitzwolfer as she start snapping her jaws, trying to bite Ben but he restrained her then kicked her up in the air. Future Blitzwolfer somersaulted and land on all four. "Graar! How dare you called me 'Big-butted Dweeb'!" growl Future Blitzwolfer.

"Because you are! You're being such a jerk on everyone for no reason and the truth is... You aren't worthy to wield that Omnitrix! I bet you even shut Omni-Dweeb out of your life, right?!" snapped Ben. Future Blitzwolfer growl viciously as she ready her claws and Ben ignited his fists in Mana flames. Future Blitzwolfer leaped toward him but when she slashed him, he faded away in nothingness and, at the same time, he appear beneath her and land a powerful uppercut, sending her crashing on the wall then she fell on her knees and coughed blood out of her mouth

"BENJAMIN!" gasped Verdona.

"WHOA! That's gone too far!" exclaimed Chronos. Gwen stares at Ben in shock of how he struck her future self down. She start sniffing and sobbing as she released a downpour of tears.

"Ugh... You jerk." snarled Future Blitzwolfer as she morphed into Future Needle Mouse and walked away in a huff.

"Ben! How could you?!" cried Gwen as she ran to the corner and start crying as she sat down and buried her face in her arms and knees.

"Hff...hff...Oh no... What have I done?" gasped Ben as he power-down and gazed at his hand. Then looked at Verdona who gazed at Ben in shock. "I-I didn't mean it, Grandma. I've never wanted to hurt Gwen. I'm sorry! I'm sorry!" begged Ben as he start shedding tears.

"It's okay... Give your grandmother a hug." said Verdona and Ben tackled her with a hug as he start crying. Chronos brought out a holographic pad and start making notes.

* _Paradox Log: Code Dimension G10. Subject: Ben 14. Ben 14 is a unique counterpart of Ben 10 who is the Spark. He was the first male Anodite to have existed in this early time of the multiverse. Once his Spark was activated, Ben 14 shows difficulty of controlling his anger and the powers of the male Anodite has granted new ability to the selected form. It is unknown whether or not the male Anodite are known to be very aggressive, thought one fact shows that the female Anodite are only aggressive when provoked. End Log._ * thought Chronos as he finished writing. Future Ben went up to the corner and sat near his younger cousin then he patted her back.

"Please forgive your cousin. Male Anodite are very aggressive and has difficulty of controlling their anger. He really does care about you, Gwen. You saw what he does to Vilgax and Kevin when they harmed you." said Future Ben.

"Y-You mean it, doofus?" asked Gwen as she wiped her tears and gave him a caring hug.

"Of course, dweeb." smiled Future Ben as he stroke her hair. Suddenly the monitor set off the alarm.

" _DANGER ALERT! SECTOR 1A-CEDRIC!_ " exclaimed the AI.

"What is it?" asked Verdona.

"My business! Chronos, activate your device and get them home!" order Future Needle Mouse before morphing back into Future XLR8 and dash away at hypersonic speed.

"Well, I'm not going! Whatever changes me, we changed me back! Where is Sector 1A-Cedric?" asked Gwen.

"It's located 61 stories below us- The Null Void Projector!" gasped Future Ben.

"Not good!" said Chronos.

* * *

At the first floor of Omnitrix HQ, Future Animo has broken into the building that contain the Null Void Projector and start dialing the buttons to open it. The Null Void Projector lower down and release steam. Before he's going to open it, Future XLR8 arrived and stands before him. She then morphed into Future Diamondhead and shapeshifted her arms into blades.

"It ends now, Animo!" frown Future Diamondhead.

"Oh, but it's only just beginning." hissed a raspy voice. Stepping out of the shadow was Vilgax but his armors are in different design, wore red gloves on his claws, has three organic nozzle on his right arm and his left arm was immensely large with 3 overgrowth blades on his elbow and has 3 steroid pumps on his shoulder with veins surrounding it.

"Vilgax!" gasped Future Diamondhead as she gritted her teeth in shock.

"RAAAAAGH!" growled **Future Vilgax** as he charged forward then leaped toward Future Diamondhead. She quickly run forward as the mutated Chimera Sui Gerenis slammed his arms against the floor then he swung his arms again and Future Diamondhead dodged roll side-way, only to get smacked by Future Vilgax across the room and crashed against the wall. She got struck as her spikes impaled the wall. She look up and gritted her teeth as Future Vilgax swung his massive arm and smashed her through the wall. Future Animo smirked and approach the Null Void Projector, only to get blasted by multiple Mana bullets from Future Ben.

"Animo's trying to open the Null Void Chamber." frowned Future Ben.

"That will free everyone that Team Tennyson had captured!" said Verdona. Then they turned to their right to find Future Diamondhead getting schooled by Future Vilgax.

"VILGAX!?" gasped Gwen, Ben and Verdona.

"IMPOSSIBLE! HE WAS DEAD!" exclaimed Future Ben.

"I bet Dr. Animo got something to with this." frown Chronos. Vilgax swung his massive fist and send Future Diamondhead crashing out of the room and stumble over the platform outside.

"Verdona, Bens, you stop Dr. Animo from activating the Null Void Projector! Chronos and I will help Future Me." ordered Gwen.

"All right!" nodded the Bens as they approach Future Animo with Verdona. Gwen activated the Omnitrix and the Tetramand icon was displayed. She slammed the core down and transformed into... Wrong alien!

" ** _Upgrade!_** _Aw, man!_ " whined Upgrade as she mistransformed.

" _Sorry._ " Omni apologized.

"No prob. Merge with my armor." said Chronos.

* * *

Outside of Omnitrix HQ, Future Diamondhead got smacked out of the wall, stumble over the floor and quickly grab the edges before she fall to her doom. She pulled herself up and stood on her feet as Future Vilgax approached her then Chronos flew by, with his armor gained black alloy with green stripes and has the Omnitrix symbol on his chest and start firing his upgraded laser blaster, blasting Future Vilgax back, only for him to fired a tentacle from his wrist, lasso him and gave them an electric-therapy and slammed him down. Chronos and Upgrade got separated and recovered from the blow. Upgrade tried to attack him but Future Vilgax just punched her down then slapped Chronos, who crashed against the building and lost consciousness. Upgrade recovered and turned to face Future Diamondhead.

" _Hey, are you okay?_ " asked Upgrade.

"Ugh... Fine but get out of here!" grunted Future Diamondhead.

" _Hey, I don't know what happen that made you changed like this but you need to remember who you were in the past. The true reason you/I become Gwen 10._ " Upgrade reasoned with her. " _If this is your fight, then it's my fight as well._ "

Future Diamondhead was moved by her younger self's speech and tilted her head sideways.

"Well then, this might help." said Future Diamondhead as she touched Upgrade's Omnitrix symbol then she released a flash of green light and morphed into a Hedgesapien.

" **Needle Mouse!** Whoa, you Quick Changed me by touching the symbol?" asked Needle Mouse.

" _Didn't see that coming!_ " said Omni. Future Diamondhead released a flash of green light and in her place was a Felinesapien. She is bigger then Needle Mouse, has shoulder-length pink hair, has muscular tone on her body and wore the sleeveless black/dark-blue uniform similar as the statue's. She wore the Future Omnitrix symbol on her waist.

"GRAAAAAARR!" roared **Future Wildcat** as she charged toward Future Vilgax.

"Wait for me!" chimed Needle Mouse as she curled up into a ball and spin dash across the platform.

* * *

Back inside, the Null Void Projector release steams as the door opened slightly.

"Yo, Monkey Man!" shouted Ben as he landed a double kick but it hardly phased Future Animo and he swatted Ben away.

"That's _Dr._ Monkey Man to you!" grinned Future Animo.

"Guess who!" grinned Future Ben as he charged his fist with yellow Mana aura and punched Future Animo's stomach, causing him to groan then swung his arm at Future Ben, who did a backflip and evade it. Verdona chanted a spell and fired a powerful Mana bolt but Future Animo slapped it aside. Then he start running around as Future Ben and Verdona casted Mana-based flamethrower at Future Animo then the mad doctor ducked as Ben zipped over him with a sidekick then he somersault, land on his feet and made a turn then leaped at him for a double kick but he blocked it and brushed him off. They gather up then an eerie screeching sounds was heard and they look back to see multiple tentacles sticking out of the opening. They turn and face Future Animo.

"You won't keep me away for long!" growled Future Animo as he charged in, grabbed Future Ben and smashed him against the wall.

"GAH!" groaned Future Ben in pain then Verdona used her Mana to entangle Future Animo's leg and yanked him back, dropping him on his face.

"Let go, Anodite!" snarled Future Animo as he yanked his leg and pulled Verdona in then grabbed her and slammed her against the floor.

"Grandma!" exclaimed Ben then he grew enraged and unleashed a powerful eye ray at Future Animo but he countered by firing his Transmodulator. Future Animo pushed it back, zapped Ben and smacked him against the pipes. Luckily the Mana protected Ben from suffering any mutation then Verdona trapped Future Animo in a Mana bubble but Future Animo smashed his way out.

"Ugh!" yelped Verdona as she fainted.

"DAMN YOU!" shouted Future Ben as the Charm of Fire began to glow then clapped his hands, releasing sonic vibration then thrusted his hands forward and discharged a large fireball at Future Animo.

* * *

Outside, Future Wildcat got smacked by Future Vilgax and land hard on the floor. The mutated Chimera Sui Gerenis began his approach then quickly bank right and grabbed the spin dashing Needle Mouse, causing her to drill into the concrete then Future Vilgax strengthen his grips, causing the Hedgesapien to slowly lose her acceleration until she stopped rotating. Future Vilgax's steroid pump released a surge of red energy then his right arm grew even more massive, lend back his fist then rammed it on Needle Mouse, burying her deep into the concrete platform. Wildcat recovered from the blow and saw what did Future Vilgax do to Needle Mouse.

* _NO!_ * exclaimed Future Wildcat in her thought then she morphed into a Pyronite, whose body are wider, has two volcanoes on her shoulders and wore the Future Omnitrix symbol on her chest. **Future Heatblast** flared up then fired a powerful heat beam at Future Vilgax. It exploded on contact then Future Vilgax stomps his way out of the smoke, swung his massive arm down, boring through the platform and threw Future Heatblast to the sky. Future Heatblast instantly morphed into a Lepidopterran whose stinger, legs and wings are larger, has black/dark-blue color scheme and wore the Future Omnitrix on her chest. She halted her ascend by flying then vomit a large gunk of acid goo at Future Vilgax, who quickly move forward to evade. **Future Stinkfly** began to fly away but Future Vilgax stopped in his track, turn and thrusted his right hand out, lashing out a long tentacle from his wrist, lasso on Future Stinkfly's tail.

"You think you can destroy me?! RAAGH!" asked Vilgax as he swung his arm in the opposite direction and slammed her against the wall. She slides down on her back then morphed into Future XLR8 and dashed forward. "I analysed every one of your aliens!" snarled Future Vilgax as he retracting his tentacle, clutched his fist and fired a series of organic spike bombs. Future XLR8 tried to evade but got pushed away from the combined explosion and stumble across the floor.

"Animo programmed their moves into my new DNA!" explained Future Vilgax. Future XLR8 morphed into Future Four Arms and stood back on her feet, only to have her face caught by Future Vilgax and the latter pinned her down hard. "Nothing you can do will surprises me anymore!" growled Future Vilgax as Future Four Arms struggle to break free.

Suddenly the ground shifted and cracked then a lump began to travel across the area then the ground erupted and a spin ball leaped out of the ground then start firing a series of sharp quills as it dash toward Future Vilgax. He managed to withstand the quills and smacked Needle Mouse away then lasso her with his tentacle and reeled her into his grip.

"Nice try, Hedgesapien!" snarled Vilgax.

"Get your claws off my granddaughter, Vilgax!" shout a familiar voice that made Future Vilgax grew wide-eyed.

"Who said that?" asked Future Vilgax as he turn around to see who said that, only to be blasted by a powerful energy beam, forcing him to release Needle Mouse from his grip and crashed through the wall. Needle Mouse and Future Four Arms looked up and saw Future Max with the Rust Bucket Mk. II, wielding the Anti-Vilgax Cannon.

"Grandpa Max!" smiled Needle Mouse.

"Grandpa?" muttered Future Four Arms.

"You okay, Kiddos?" asked Future Max as Chronos regain conscious and regroup.

"Ugh... Note to self: Don't go Rambo." groan Chronos as he cracked his back.

"We're fine, Grandpa! Go and help the Bens and Verdona! We'll handle Vilgax!" waved Needle Mouse.

"We will?" asked Chronos. Future Max smiled deeply as he nodded and drove the Rust Bucket Mk. II inside the building.

"GRAAAAAAAAAAAAAAGH!" roared Future Vilgax as he bursted out of the debris and tackled Future Four Arms, Needle Mouse and Chronos off the platform and they began to fall several stories down. They quickly grabbed Future Vilgax and used him as a support while he crashed through multiple bridges and signs. Everyone looked up and saw them falling down. They quickly run away as they crashed on the downtown street and unleashed a powerful explosion of dust cloud.

* * *

Meanwhile, the Anodites struggle to battle Future Animo but he was very strong and they only managed to keep the Null Void Projector from fully open. Even it was slightly open, several monsters are struggling to pull the door open to escape from the Null Void.

"You cannot protect the Null Void and yourselves at the same time!" scoffed Future Animo

"Oh yeah?" asked Verdona as she gathered the Mana energy into her hands, raise up, chant a spell and thrusted them down, firing a powerful energy wave. Future Animo managed to evade it by running around, leap up the wall then jumped toward Verdona and landed a powerful punch, knocking her down.

"Gra-" Future Animo landed in front of him and swatted him aside. Ben leaped toward Future Animo and throw a punch but he caught his arm and threw him down. He lifted himself up on one hand and looked up to see Future Animo with his massive arms ready to be swung down.

Before Future Animo was about to smash Ben's bones, a long robotic arm reached out, grabbed Ben's arm and pull him away from Future Animo before he kill him. Ben got pulled to Future Max's side and he looked at him in shock as his mechanical arm retracted back to normal.

"Grandpa Max! H-How did-?" Ben was confused of his new arm.

"A lot of stuff happen in 20 years" said Future Max as his cyborg arm transformed into an arm cannon and everyone gather up. "Come on, let's show him what we Tennysons can do!" said Future Max as they charged toward Future Animo.

* * *

Below the Omnitrix HQ, Future Four Arms, Chronos and Needle Mouse barely survived that fall and the former dropped on her knees.

"Ah... Ugh!" groaned Future Four Arms.

"Hey, are you okay?" asked Needle Mouse.

"No, I'm not! I have unlocked every secrets of the Omnitrix and now I can't even defeat Vilgax!" argued Future Four Arms.

"Meh, she's okay." shrugged Chronos.

"He may have know how your aliens fight but does he know what Gwen Tennyson can do?" asked Needle Mouse. "I hope after all this time, you haven't forgotten too." said Needle Mouse That word hit her! She never thought of that.

"Girls, a little help here!" panicked Chronos as he start shooting at Future Vilgax but it doesn't even slow him down then he quickly retreat before Vilgax crushed him then he fired a spike bomb at them. The explosion pushed them away then they quickly recovered. Future Four Arms stood up and closed her eyes as she began to concentrate.

* * *

Deep within her subconscious, Future Four Arms found herself in front of the Omnitrix symbol.

"Hello, Omni. My old friend." said Future Four Arms.

" _Hmm? Gwen, is that you?_ " asked **Future Omni**.

"Yes. It's been a while since we lasted talk." smiled Future Four Arms.

" _You mean the last we fought at each other's throat?_ " asked Future Omni.

"Look, I know I falsely accused you for everything that happen and all but... Give me a second chance. I am so sorry that I kicked you out of my life... Will you ever forgive me?" asked Future Four Arms as she began to shed tears.

" _..._ "

"Omni?"

" _..._ "

"Omni, you were like a sister to me... And I'm proud of it. Will you come back to my life and changed me back to my old, true self?" she asked.

" _... I...I have waited 20 years for your forgiveness... Yes, Gwen. I accepted your apologizes! I love you, Gwen!_ "

" ***sniff*** I loved you too, Omni. Welcome back." smiled Future Four Arms.

" _And welcome back, Gwendolyn Tennyson!_ " cried Omni with joy as she filled the darkness with a brilliant green light. Future Four Arms smiled deeply as it has been so long she haven't heard her full name.

* * *

Chronos and Needle Mouse dropped in defense stance as Future Vilgax stepped out of the crater.

"You are finished! All 3 of you!" hissed Future Vilgax.

A powerful surge of Codon energy filled the street and blinded everyone. Once the light faded, Future Four Arms emerged as her original Human form and her Future Omnitrix shares the same coloring as her clothes. She pulled out a disk from the left side of her belt and it converted into a hoverboard.

"Ladies and gentlemen, Gwen 10,000 and Omni are back!" announced Gwen 10,000 with a cool voice.

" _Yeah! You are going down, Vilgax!_ " boasted Future Omni.

" _Hey, Future Me is talking now!_ " said Omni with surprise.

"Your weak Human form?! What a novelty! Are you finally ready to surrender?" asked Vilgax.

"Actually, I was getting ready to do this the old fashion way." answered Gwen 10,000 as she touched Needle Mouse's Omnitrix symbol and she morphed into a Petrosapien.

" **Diamondhead!** " shouted the Petrosapien as Gwen 10,000 dashed toward Future Vilgax on her hoverboard.

"Chronos, Diamondhead, follow my lead!" ordered Gwen 10,000.

"Yes ma'am!" obliged Chronos as he start firing his laser, zapping Future Vilgax. He growl in annoyance as he tried to attack Chronos but he evaded then Diamondhead leaped toward Future Vilgax and threw a punch. Future Vilgax sidestep and she missed but that gave Gwen 10,000 a chance as she kicked Future Vilgax's face. Now he was ticked off as he start savagely attack Gwen 10,000 but, since he has no genetic information on Gwen 10K's true form, he was having a difficult time trying to catch her as she displayed amazing acrobatic skills, evading every single attacks flawlessly.

"WAHOO! HA HA HA!" laughed Gwen 10K. She has forgotten how much fun it was, toying his opponent.

" _So much fun!_ " chimed Future Omni.

"This is your attempt to stop me!? It's pathetic and pointless!" snarled Future Vilgax as he chased after Gwen 10K. She flew cross the town and barely evade Future Vilgax as he leaped up, swung his massive arm and slashed the sign. Gwen 10K turned right and Future Vilgax followed.

"Wahoo! You are so slow!" taunted Gwen 10K.

" _Looooser!_ " laughed Future Omni. Gwen 10K bend down and start slapping her rear.

"Come and get it, Squid Face!" taunted Gwen 10K as she start shaking her booty.

"GRAAAAAGH!" roared Future Vilgax as he jumped up and slammed his arms down, shattering the pavements and send debris flying but Gwen 10K just evade them using acrobatic skills then lay flat on her board as she flew through the debris and over the river then she quickly turn around and charged toward Future Vilgax.

"Hallihoop!" piped Gwen 10K as she leapt over Future Vilgax's incoming arm, which slashed her hoverboard in half, did a spinning aerial trick and descend to the ground as she become an embodiment of green energy. She landed on her feet as a white centuar-unicorn-like alien with golden mane, wore her original uniform on her upper body and wore the Future Omnitrix on her chest.

"Ha! Take this, **Horn of Friendship!** " shout the new alien as she thrust her head and fired a powerful energy bolt from her horn. It struck Future Vilgax hard and got staggered back by the impact.

"Firing at maximum charge!" shouted Chronos as he arrived and fire two large energy bolts. It impacted him and release a big explosion of green energy then Diamondhead stepped in.

"My turn! **Crystal Spikes!** " shouted Diamondhead as she slammed her hands down, summoned a field of crystal toward Future Vilgax and the giant crystal pushed him off his feet and into the river. The new alien galloped up to the edge then morphed into a fairy-like alien with ice-blue skin, white hair, wore a uniform similar to Blitzwolfer but black/dark-blue and wore the Future Omnitrix symbol on her waist. She focused her glare at the body of water and, before Future Vilgax swam back up, the whole river instantly turn into a river of ice. Diamondhead walked on the crystal and saw the frozen river. Chronos saw it too.

"Whoa! What do you call this girl?" asked Diamondhead.

"I don't name- Oh... Uh... I don't know. **Ice Queen**?" asked the alien.

"Nah. Too lame. How about **Frostblight**?" asked Diamondhead.

"Frostblight... Cool!" smiled **Future Frostblight**.

"A Cyrosprite. They can freeze anything with just a gaze or a flick of their finger." said Chronos. "Now let's get back up there."

* * *

Future Animo was getting overpower, thanks to the arrival of Future Max. After he blasted him with his arm cannon, Verdona threw a series of Mana bolts, staggering him back then Future Ben discharged a powerful fireball that blow him back then grab Ben, transfers his Mana to his younger self, increasing his powers greatly then hammer tossed him at Future Animo, landing a powerful tackle.

" ** _Interdamoto_** _**Laborator!**_ " chanted Verdona with her eyes glowed magenta-pink and launch a powerful energy wave that created a large explosion and knocked him forward. Future Max charges in, charged his cyborg fist and land a mighty uppercut that detached Future Animo's head off his albino gorilla body. He clanged on the floor then tried to crawl away but Future Ben picked him up in a Mana bubble.

"Eh, what's up Doc?" joked Future Ben.

"CURSE YOU, TENNYSON FAMILY! CURSE YOU ALL!" growled Future Animo. Future Max pressed the red button and the tentacles pulled back inside as the doors closed.

"Phew, that was close." sighed Verdona.

* * *

# _Omnitrix Tower_ #

Everyone gathers around in the control room as they celebrated their victory and Future Max's birthday.

"HAPPY BIRTHDAY, GRANDPA MAX!" cheered everyone.

"Well, thanks. Having you all here is the best 80th birthday present I ever had." smiled Future Max then a holographic monitor appear with a beeping sound then Future Ultimos appear onscreen.

" _Sorry, Gwen. Danger Alert! The **Nuevo Circus Freak** are in Sector 22-A!_" said Future Ultimos. Everyone looked at Gwen 10K, afraid that she might go back to her grim self but...

"Nah. I'm taking a day off. Or better yet, I'm taking a vacation. You guys handle this one while I stay with my family and celebrated Grandpa's birthday." smiled Gwen 10K as she blew a party horn.

" _Really?! I-I mean, of course! Ultimos, out!_ " smiled Future Ultimos as he saluted Gwen 10K and end transmission.

"Man, that was some wicked battle! You should've seen our team works, Gwen." smiled Ben.

"We kicked Animo's head off." smirked Future Ben.

"Aw, man. I missed the Ben 10 action parts." moaned Chronos and everyone laughed.

"Gwen?" asked Gwen 10K.

"Yes?"

"Thank you so much. You opened my eyes and made me remember who I was." smiled Gwen 10K.

"You're welcome." chimed Gwen.

"Just don't forget that lesson." smiled Gwen 10K with a wink.

"Of course. I don't want to go through that lesson again." laughed Gwen.

" _Man, that form looks awesome, Future Me!_ " said Omni in awe.

" _Yeah but I look a little bulky._ " said Future Omni.

*BEEP*

" _Copytrix Auto-Repair complete! All functions are now available._ " beeped the Copytrix as the core glowed teal.

"Oh, _now_ you are online." chuckled Ben.

"Hey, I haven't seen that thing for a long time." said Future Ben.

"What happen to it?" asked Ben.

"It got destroyed." he answered.

"Destroyed? How?" asked Ben.

"Now that...will be telling." said Chronos.

* * *

Somewhere in space, Kevin slowly recovered from the electric shock he received. He slowly lift his head up and look around. He found himself in a holding pen and was unable to break free because he has no energy left.

"Ugh... my head..." moaned Kevin as he drifted back into sleep.

"Soon our plans will be in motion." muttered a female voice.

"Once Gwen 10,000 is out of the way, Omnitrix City will be ours." said a male voice. "Dosed him the full concentration of DNA energy."

Suddenly multiple surges of energy poured into Kevin's body, causing him to wake up and start screaming in pain as he slowly began to transform again.

"We, the **Crimson Clan** , will be victorious!" grinned a mysterious figure.

"RAAAAAAAGH!" screamed Kevin as his eye become red then shot his head up as he screamed even louder.

* * *

Everyone celebrated Future Max's 80th birthday, except this time Gwen 10K has joined the party after a long time.

"Who wants milk and cookie?" ask Gwen 10K.

"YAY!" cheered Ben & Gwen. Gwen 10K serves milk and cookies for the young heroes as well as the young time traveller, who open his face plate so he can eat. Then Future Ben brought a pot of soup to Max & Verdona.

"These are for you, Grandpa and Grandma. It's the combination of the famous soup; mealworm, octopus tentacles, cricket antenna and squirrel legs!" smiled Future Ben.

"Yuck!" exclaimed Gwen, Ben and Gwen 10K.

"Oh Max, that's the meal we shared on our first date!" squealed Verdona as she took a sip of the soup. Gwen grab 6 cookies and sat with her Future self so she can help her re-named all of her alien forms.

"Okay, do you remember your first 10 aliens' name?" asked Gwen as she bite the cookie.

"I think so... Um... **Wildcat, Four Arms, Grey Matter, XLR8, Diamondhead, Upgrade, Mermaid, Firefly, Needle Mouse** and **Heatblast**." said Gwen 10K as she dipped the cookie in her milk.

"Ah, no Ghostfreak. Well, I don't wanna know because I wanna forget that. Ugh..." shudder Gwen at the thought of Zs'Skyar. "So, the name of aliens after Needle Mouse?"

"Uh... Daisy Flower? Shewolf? The Mummy? Leapfrog? Splitgirl?" asked Gwen 10K nervously.

"Nope! **Blossom Rose, Blitzwolfer, Snare-Oh, ConquerFrog** and **Ditto**." smiled Gwen with a mouthful of cookies.

"Ah, right. Gosh, I feel so stupid." chuckled Gwen 10K.

"You know, aside from Frostblight and Fembot, I got a better name for that alien you become before Frostblight: **Unitaur!** " smiled Gwen as she waved her hands slowly, like picturing a title.

"Unitaur. Makes sense because she is a unicorn-centaur alien." said Gwen 10K as she ate some of the birthday cake. "And the Mega Watt?" she asked.

" **Buzzshock!** " said Gwen as she snapped her finger.

"Shockin'!" chuckled Gwen 10,000.

"How many aliens have you really unlocked?" asked Gwen when she drank her soda.

"I think I've unlocked 10,000 aliens because I stopped counting after that. I have several aliens you haven't unlocked yet, but that will be spoiling." smiled Gwen 10K.

" _So you have been quiet for 20 years?_ " asked Omni.

" _Please. I wanna forget that_." said Future Omni.

" _Well, guess you can now find some handsome AI_." chimed Omni.

" _Ha ha ha! Maybe. I have a holographic form in the Omnitrix. Wanna see?_ " asked Future Omni.

" _Yes!_ " squeaked Omni. The Future Omnitrix displayed several pixel bits then constructed itself in a young woman who looks like she was 17-years-old. She has dark-blue hair with black streaks tied to a large ponytail, a French braid and wore clothes that resemble several parts of the Omnitrix. She has the same bombshell figure as Gwen 10,000 and her eyes are very strange as they resemble the Omnitrix symbol. " _Whoooaaa! I look so beautiful! Can you walk around in that form!?_ " asked Omni in hyperactive tone.

" _Yes, when we're not fighting._ " answered Future Omni.

" _SCORE!_ " squealed Omni with glee.

"So you wield all the Charm of Bezel?" asked Ben.

"Yep. It multiplied my Anodite powers by 20 and granted multiple colors; red, purple, green, Fusia, Magenta, yellow. I've never went to Planet Anodyne so I can't fully control my Anodite form." explained Future Ben.

"Why didn't you go to Grandma's home planet?" asked Ben.

"When I heard what happen to Gwen, I don't wanna leave her side so I stay here and watch over her, like I'm her big brother or something. She really had it tough, always serious with her hero work and has dark ways of dealing her opponent." explained Future Ben.

"Dark ways?" asked Ben with a worried tone.

"You saw how she defeated Exo-Skull. It was brutal!" he answered.

"One question."

"Go ahead." Ben quickly look around to make sure no one are listening then lend in closer to his future self.

"Do we have a girlfriend?" he asked. That surprised Future Ben and his face turn red as he quickly cleared his throat.

"Uh...well. Maybe... Yes." said Future Ben.

"Really? Who is she?!" asked Ben.

"I can't tell you that. Who knows you'll find another girl." denied Future Ben as he shook his head.

"Well, this is a possible future so it may or may not come to pass so tell me."

" ***sigh*** Fine... It's Kai Green." sighed Future Ben.

"Kai Green?! She turned me down and broke my heart! What did you do, brainwashed her?" asked Ben in shock.

"Yyyeaaa... Nnno! No, I don't do brainwashing like Shao Khan. She just came to me one day while I was searching for the Unknown Charm and she was feeling sorry for breaking my heart. So we started our relationship, we fell in love, we-"

"Ah ah ah ah! Stop spoiling the future!" said Chronos as he swoop in and covered Future Ben's mouth.

"Speaking of relationship, where's Kevin?" asked Gwen.

" ***strong gasp!** *" Gwen 10K gave a strong gasp as she covered her mouth then tears began to well up in her eyes. "Ke...vin... OH KEVIN!" cried Gwen 10K as she ran toward her bedroom but Verdona quickly grabbed and hold her back.

"Kiddo, what's wrong?!" asked Verdona.

"Lemme go! Lemme go, Grandma!" sobbed Gwen 10K.

"Gwen, calm down. Inhale, exhale, inhale, exhale." said Future Ben as he raise and lower his hands when inhaling and exhaling. Gwen 10K followed the suit then start to hiccup but at least she's calm.

"What happen to Kevin?" asked Ben.

"Thanks for reminding me, Ben. I almost forgot what reason we come to this timeline. But first, a little history lesson." Chronos activated a hologram projector from his gauntlet and displayed the images of several events.

"Kevin, who become Kevin 11 after the event of Eon, an old nemesis of Prof. Paradox, remained missing for sometime. Gwen 10,000 had given up hope until 5 years later, Kevin returned as **Kevin 11,000**."

"11,000?!" exclaimed Gwen, Ben, Omni and Verdona.

"Yes. He was even able to used some of the powers while in Human form and can transform at will. This is his 11,000 form." Chronos shows the image of a massive demonic monster. He became a Tetramand but his head, torso and the upper right arm became those of a Pyronite, has the head and left eye of an Ectonurite, the right eye of a Galvan (not noticeable due of being 'flame on'), has the left arm of a Tetramand with the tentacle of a Galvanic Mechamorph (with the feature of the Kineceleran's tail) on his elbow, has Pyrofiggian wings but one was ignited in lava and other encased in Petrosapien crystal skin, has a pair of Felinesapien arms, and has the tails of the **Null Guardian** on his back.

"WHOA!" gasped Ben.

"This is the result when he absorbed 10,981 aliens?!" exclaimed Gwen.

"When he arrived on Earth, he start wrecking havoc and attacked Future Ben. He fought at his best but was eventually defeated. Gwen 10,000 tried to reason with him but Kevin's mind was clouded with thirst of powers and lust for the blood of Ben Tennyson. Before he kill Ben, Gwen 10,000 attacked him, using her new powers, the **Master Control** , to switch alien forms for different tactics but none of them are working as Kevin knew their weaknesses. She lost that fight and Kevin proceeded to kill Ben until Gwen 10,000 transformed into a **To'kustar** and pounded Kevin 11,000... 'till he's dead. Even with 10,999 alien powers, he was unable to withstand the Gentle Giant's fury." Chronos sadly said that as the images shows a female giant who resemble Ultraman with red overgrowth blades, fins and boots; and wore the Future Omnitrix symbol on her chest. She was smashing her fists against Kevin 11,000, causing powerful tremor from each blow until she stopped and saw what she had done.

"After the death of Kevin 11,000, Vilgax escaped the Null Void for revenge but Gwen 10,000, remembering it was Vilgax who mutated Kevin, snapped and attacked Vilgax then she 'left him in pieces'. That's when she become a dark superhero who pushes everyone out of her life. That is, until today." Chronos ended his documentary as he turned off the hologram.

"NO! No! No...please tell me it's not true..." cried Gwen as she grabbed Gwen 10K by her shoulders and start crying. "Please! Tell me... Tell me you didn't!"

"It's true... I killed...the man I love so much. I KILLED HIM! WAAAAAAAHHH!" cried Gwen 10K as she broke down in tears and hugged her past self.

"So sad." said Verdona.

"Do you still have any memory of him?" asked Future Max.

"The only most precious memory I remember was..."

"When we first kiss..." Gwen finished Gwen 10K's sentence. Gwen 10K nodded and start crying again.

"But then what other reason you brought Verdona and our past selves here?" asked Future Ben.

"Prof. Paradox detected that someone from this time period has traveled back into the past and kidnapped Kevin while he was Kevin 11 then brought him back here. We came to stop him because we feared that whoever is behind this will make Kevin even more stronger. If we don't save him, both past and future will be doomed." explained Chronos.

"Well, we won't let that happen! With all of us combined, nobody can beat us!" boasted Ben.

"He's right. Where do we start?" asked Future Max.

"My guess was to find Kevin. Gwen 10,000, do you have a Osmosian DNA sample?" asked Chronos.

"Yes, it was originally Kevin's." nodded Gwen 10K as she wiped her tears.

"Then use it. Zero in the DNA source and we'll find Kevin." said Chronos.

* * *

In the morning, Gwen, Ben, Verdona and Future Max stayed in Omnitrix HQ while Gwen 10K, Future Ben and Chronos began their search in the city. Chronos said if they located Kevin, Future Ben will bring them to their location. And so the search began...

Somewhere in the downtown, Gwen 10K, Future Ben, Future Omni and Chronos search around for anything suspicious.

"Anything, Omni?" asked Gwen 10K. Future Omni had her eyes glowed green as she look around.

" _No sign of Kevin._ " Future Omni shook her head side-to-side.

"I can't sensed any Mana similar to Kevin eit- Hold the phone!" said Future Ben then the street exploded in flames.

"We got company." frown Chronos. Emerging from the flames are two female figures. One is a pink jellyfish-like alien with long tentacles, has yellow eyes and is bigger then Synaptak. The other is a Human with spiky black hair and has a monkey tail. She wore a battle armor that colored black/red with a logo. The logo has the image of crimson beryl and two letters: "CC"

"Gwen 10,000 and her stupid cousin! I always wanna piece of you!" grinned the woman.

"And who is that boy? Your new sidekick?" mocked the jellyfish alien in light raspy voice.

" **Zat! Celery!** What are you two doing out of the Null Void?" growl Gwen 10K.

"Uh... Who are they?" asked Chronos.

"They are the member of the **Crimson Clan.** Zat is an **Amperi** , an jellyfish-like alien who has electrokinesis and are master of telepathy. And Celery is a **Saiyan** , a super-powerful alien who are capable of manipulating their own Mana to perform many techniques and they have two special ability; the ability to grow stronger every time they survived from the brink of death and transform into Ozaru at the full moon." explained Future Ben.

"Saiyan?! Oh man, she's beyond me!" cringed Chronos in shock.

"Ha ha ha!" laughed Celery as she cracked her knuckles.

"Chronos, you take on Zat. We'll take on Celery." frown Gwen 10K as Future Omni went back inside the Future Omnitrix.

"Bring it on!" hissed Zat as she thrusted her tentacles and start firing pink lightning bolts at Chronos but he quickly rocketed up to the sky with his boot jet.

"Come and get me!" said Chronos as he flew off. Zat gave chase, leaving Celery with Gwen 10K and Future Ben.

"So, who wants to go first?" asked Celery as she start warming up her body then she dropped in power-up stance and unleashed a violet energy aura, shifting the ground by her might.

"What's the plan, cousin?" asked Future Ben.

"Take her on together!" answered Gwen 10K as she morphed into a Kineceleran.

" **XLR8!** " shouted Future XLR8 as she dashed toward the Saiyan woman, with Future Ben following the suit. Future XLR8 start throwing punches at Celery but she swayed her upper body and evaded Future XLR8's attack flawlessly then land a powerful kick that send Future XLR8 crashing through the building. Future Ben fired a series of Mana bolts at Celery but she instantly disappear then warp in front of him and land a powerful punch, sending him crashing into the ground.

"Ha! Too easy!" laughed Celery. Suddenly a blur zoomed out of the building, leapt up and tackled her.

"Guess again! I'm back to my old self!" said Future XLR8 as she start kicking her face at lightning speed. Celery counter by grabbing her leg then flew to her right and slammed her against the wall. She start punching her hard until Future XLR8 morphed into a Nosedeenian.

" **Buzzshock!** " shouted **Future Buzzshock** as she unleashed an electrical discharge, electricuting Celery.

"GAH!" grunted Celery as she let go of Future Buzzshock then she got caught in a crimson Mana bubble then she crashed down on the ground.

"That hurt, you know." scoffed Future Ben as he clapped his hands, thrusted it forward and fired a powerful heat beam. It impacted her and release a firewall then Celery emerged with an energy barrier then she instantly warped in front of him and threw a roundhouse kick but Future Ben held up his forearm and blocked her kick. "Now I am serious!" growled Future Ben as his eyes glowed bright blue then he landed a powerful thrust punch against her private area and send her crashing through multiple buildings.

"Brutal!" winched Future Buzzshock.

"WHOO! You are so slow!" chuckled Chronos as he switched his gauntlet to different mode then start firing concussion blasts. Zat frown deeply then she transform into a lightning ball then zapped into the sign. "Whoa! Where did she go?" wonder Chronos as he halt his flight and used his visor to scan her whereabout.

"Peek-a-boo!" cooed Zat as she emerged behind Chronos and, before he react, he got blasted into the ground by a lightning bolt then he rocketed back up and rammed her through the signs and into the sky.

"Nimple jellyfish, ain't 'cha?" grunted Chronos as he start swinging her around in circle then hammer throw her down into the building. She crashed hard on the roof then two lightning bolts shot out of the dust cloud, zapped Chronos then slammed him against the roof. She emerged with her body arcing electricity.

"Not so tough, rookie." smirked Zat, if she had mouth. Suddenly Chronos zoomed out of the smoke and tackled her. They start grappling as they crashed against building by building. Celery recovered from the blow and she emerged from the smokes, with an exaggerated glares.

"Oooh! Now you asked for it!" growled Celery then instantly caught Future XLR8's claws but she released a green light and become a Tetramand.

" **Four Arms!** " shouted Future Four Arms as she used her lower arm to punched her stomach then headbutted her. She got knocked back but instantly recovered as she threw her punch and smacked Future Four Arms down. She flew up to the sky, power-up then repeatedly thrusted her hands around, firing continuous energy blasts at the street, setting off several explosions. Future Ben flew up and rammed his fist against her stomach, causing her to gasped hard and her pupils shrunk in shock. She got knocked back and she wrapped her arms around her stomach. Then Future Ben used the Charm of Telekinesis to levitate and slammed Celery through the wall, but Celery counter by using her own telekinesis and crushed Future Ben's armors.

"GYAH!" grunted Future Ben then she open her mouth and unleashed a powerful energy wave, blasting him away in the distant.

"No more Benny." smirked Celery.

"You are going to pay for that!" yelled a voice. Celery turned around and got splashed by a huge blast of gunk.

"ACK! YUCK!" exclaimed Celery as she wiped the gunk off her face. Future Stinkfly flew up then morphed into a spinning brown sphere and tackled her down into the ground, releasing a large dust cloud. The dust cloud subsided as Celery engaged the grapple with Future Diamondhead.

"GRRR!" growled Future Diamondhead.

"Ha ha ha! Nice try, Petrosapien!" smirked Celery as she power-up and landed a powerful kick, shattering Future Diamondhead's stomach.

"GAH!" yelped Future Diamondhead as she fell on her knees.

In the sky, Chronos start firing his blasters at Zat but she evaded it and wrapped her tentacles around Chronos then electricuted him.

"GYAAAAH!" yelped Chronos.

"HA HA HA HA HA!" laughed Zat as she amped up her powers.

"YAAAAAAAAAAH!" Suddenly a mysterious silhouette zoomed pass and grabbed Zat, yanked her away from Chronos and piledrived her into the ground, sending a large dust cloud rocketing up the sky.

"Say good-night, Gwenny!" grinned Celery as she charged her energy orb at maximum powers then the silhouette zoomed up from behind, grabbed her tail and squeezed it with unspeakable strength. "GYAAAAAAAAAAH- Uh, oooooohh..." moan Celery as she fainted. Future Diamondhead stood up and morphed back into Gwen 10K.

"Ugh... Ow...my stomach." moaned Gwen 10K.

"Here, let me help." said a child voice as a hand reached out to her. When Gwen 10K grabbed his hand, she got bathed in blue aura then all of her wounds and strength has been restored.

"Whoa! I feel stronger than before!" exclaimed Gwen 10K as she stood up and gazed at her hand. Then she looked up and gazed at her rescuer. It was a boy who looks like he was 9-year-old and his clothes was the combination of Ben and Kevin's attires. He has small shaggy hair and brown eyes. "Who are you?" asked Gwen 10,000.

"Can't tell you. It's a secret for you...for now. But I'll give you a warning. Kevin 11 will become more powerful than Kevin 11,000. You better know all of your aliens' weaknesses." advised the boy.

"What do you mean by that?" asked Gwen 10,000.

"Gotta go. Keep up an awesome job, Gwen 10! I'm your biggest fan!" smiled the boy as he leaped backward and disappeared into a space/time portal.

"Gwen 10? Biggest fan? And he just used the Jumper's power?" muttered Gwen 10K. Suddenly a massive energy aura erupted from the building as Celery and Zat emerged from the debris.

"You are so dead!" snarled Celery.

"But we're done softing them up. Go get 'em, Kevin!" grinned Zat as they got teleported away in a pillar of light.

"Kevin?!" exclaimed Gwen 10K.

"Gwen?" asked a familar voice and made Gwen 10K's heart start beating. She slowly turn around and saw Kevin Ethan Levin standing behind her with his head tilted down, hiding his eyes with his hair.

"Kevin? My God, it really is you!" exclaimed Gwen 10K with joy as she shed tears. She kneel down and wrapped her arms around him. "I missed you so much! It is so good to see you again, at age 11 too!" cried Gwen 10K.

"Gwen?" asked Kevin.

"Yes, Kev?" asked Gwen 10K as she start cuddling his cheek.

"Run."

"Huh?"

"Run!"

"B-But-"

"GWEN, GET AWAY FROM HIM!" cried Chronos as he arrived in the air and fired a grapple beam from his gauntlet, caught her and yanked her away from Kevin. She landed on her butt with a thud and she quickly gazed at Kevin. His body start crackling rapidly then he transformed into Kevin 11. He sports a sadistic grin as he glared at Gwen 10K and Chronos.

"Mwah ha ha ha! My, you have become very sexy, princess! And 10,000? Wow, that means... MORE POWERS!" laughed Kevin 11 as he placed his Petrosapien fist on his open Pyronite hand.

"Kevin...?" whimpered Gwen 10K.

"These Crimson Clan did an awesome job! They increased my powers greatly that now I'm no longer limited to 1/10 of alien powers. Now I have the full powers of your first 10 aliens! LIKE SO!" Kevin 11 swunged his Petrosapien and Pyronite arms and slammed the ground, sending lava-like crystal spikes toward them, so large that there are no way they can dodge that! Suddenly Future Ben appeared and grabbed them then he chanted a spell and they teleported away.

"KEVIIII-!" cried Gwen 10K before they disappear.

* * *

Back at Omnitrix HQ...

"-IIN!" finished Gwen 10K as they arrived at the control room.

"What happen? Did you find Kevin?" asked Gwen.

"More like he found us. We were attacked by the Crimson Clan, a group of evil aliens who wanted to take over the city. We fought two of their member but they retreated and send Kevin 11 to kill us." explained Future Ben.

"Kevin stated that the Crimson Clan has increased his powers, and now he's no longer have 1/10 of your alien powers." explained Chronos.

"What's the p-"

*BLUUURR!*

" _INTRUDER ALERT! INTRUDER ALERT!_ " warned the AI.

"Already?!" exclaimed Future Ben.

"We got to fight him together!" suggested Ben.

"NO!" cried Gwen and Gwen 10K.

"Gwen, if we don't defend ourselves, we'll never save Kevin." explained Future Ben.

"Grandpa, Grandma, we need you to contacted the Galactic Enforcers! We need all the help we can get!" order Ben. They nodded and ran to the comm system to send the message. Suddenly there was loud clanging on the steel door. Then it was followed by a series of pounding, denting the door until it was smashed open.

"Mwah ha ha! You think running away and seal me out will stop me?!" sneered Kevin 11 as he stepped in and morphed his Petrosapien's arm into a blade.

"Everyone... Leave and don't try to back me up." said Gwen 10K.

"WHAT?!" exclaimed everyone.

"Gwen, what-"

"Just go! Find the Crimson Clan and find out what are they planning with Kevin! I'll stall him!" order Gwen 10K.

"NO! You can't kill him again!" cried Gwen as Chronos held her back.

"No, I won't. We're just going to chat." frown Gwen 10K.

"We gotta go to the Galactic Enforcers' HQ. We'll plan the next move from there." said Chronos. A massive light flashes while Gwen 10K continue glaring at Kevin 11.

"So it's just you and me, eh? Better." smirked Kevin 11. Gwen 10K released a green light and morphed into...

" **Four Arms!** " shouted Future Four Arms.

" _Are you sure about this?_ " asked Future Omni.

"I'll try. Kevin, what happen to you? What did the Crimson Clan do to you?" asked Future Four Arms.

"Why do you care? You don't care about me! You didn't even tried to find me!" snarled Kevin 11.

"I did! I searched for you for 5 years until you came back after absorbing 10,981 alien powers." frown Future Four Arms as a tear shed from her lower eye.

"Really? Then why did the Crimson Clan told me that you mercilessly KILLED ME?!" snapped Kevin 11.

"You were out of control, Kevin. You refused to listen to reasons and you tried to kill Ben-"

"The Hell with Ben! He tried to turn you into a girl Eon! He tried to enslave you! Where is he so I can snapped his bones like they were toothpick?!"

"If you want my cousin... You have to get through me!" growled Future Four Arms.

"Oh, now he's your boyfriend?! That just makes me MAAAAAAD! GRAAAAAH!" boomed Kevin 11 as he charged toward Future Four Arms and swung his blade at her but she side-stepped and throw a punch, which Kevin 11 evaded by flying up in the air then swooped across the room, discharging flamethrower from his Pyronite arm. Future Four Arms evaded and grabbed his Kineceleran tail, swung around in circle then threw him up to the ceiling. He crashed hard on his back then land on the ground with a thud. He slowly began to stand up and glanced his Ectonurite eye over his shoulder. Future Four Arms leaped up the air, then morph into Future Needle Mouse and spin dashed him against the ground. The impact was hard that she continue boring Kevin 11 down through 60 floors.

At the first floor, the ceiling got smashed through as Future Needle Mouse rammed Kevin 11 on the ground hard. As the dustcloud rised up, Kevin 11 got punched out of the smoke and landed on his back. Future Needle Mouse stepped out of the dustcloud then morphed into an alien robot known as **Vehicoid**.

" **Fembot!** " shouted **Future Fembot**.

"Nice one, _sweet angel_! Now I am where the Crimson Clan wants me to be; in the Null Void Chamber." grinned Kevin 11.

"Well, you're in for a big surprise, buster." frown Future Fembot. Kevin 11 looked to his left and... The Chamber was empty! There is no Null Void Projector!

"Hey! Where is it?!" asked Kevin 11.

"After Animo broke in here, Ben and I hid it away, where nobody will ever find it." answered Future Fembot.

"Oooh, now I'm all flared up." grinned Kevin 11 as he lift his Pyronite fist, clutched it and ignited it in flames then he swung his arm and fired a powerful heat beam that obliterated the wall.

"You're not going anywhere!" shouted the voice of Gwen. Future Fembot looked to her left and saw Gwen and Ben standing there.

"W-What are you two doing her- AACCK!" gagged Future Fembot as Kevin 11 grabbed her throat with his Petrosapien hand then tossed her aside.

"It's Hero Time!" shout Gwen with seriousness as she activated the Omnitrix and slammed the core, releasing a green light.

Her veins became visible on her arm, but colored dark green as it traveled up to her eyes with multiple flashes and crackling as she clutched them tight then shot them open. She emerged with her skins turned green, her feet become webbed humanoid feet, wore a dark/light blue-striped uniform similar as Future Four Arms, black skin-tight boots that left her thighs exposed, her hair become shoulder-length, has small nose and wore the Omnitrix symbol on her chest. Once the transformation ended, she lashed her long tongue, whipped it around once and retracted it back into her mouth then struck a pose.

" **ConquerFrog!** Ribbit!" croaked the **Incursean** as she bended on her knees, took a mighty leap across the room and land a powerful sidekick on Kevin 11's face. Kevin 11 got knocked back by the blow and used his Felinesapien arms to grind the floor to a halt and glared at ConqeurFrog who land on her feet and hand. "Kevin, stop it at once! You know Ben will never, ever harm me. That wasn't Ben during that time, that was Eon!" said ConquerFrog as she tried to reason with him.

"Lair..." growled Kevin 11.

"Wha-"

"LAIR!" boomed Kevin 11 as he zipped up in front of her, raised his Petrosapien hand and thrusted toward her. She croaked in shock as she can't evade in time.

"NOOOOO!" shouted Future Fembot as she pushed ConquerFrog aside, only to have Kevin 11's hand to touch the Future Omnitrix. His body releasing a powerful surge of green aura as he start absorbing the Future Omnitrix. "GYAAAAH!" cried Future Fembot.

" _GET AWAY FROM HER!_ " boomed Future Omni as she unleashed a powerful feedback from the Future Omnitrix symbol, blasting Kevin 11 away and send him crashing through the wall. Future Fembot fell on her knees then morphed back into Gwen 10K.

"Ugh..." groan Gwen 10K.

"Gwen, are you alright?" asked ConquerFrog while Ben stepped in front to defend them. There was a loud crackling sound then stepping out of the wall was the new and improved Kevin 11.

While he looked the same, her Petrosapien arm grew a long black tentacle from the elbow with cords on it, his Pyronite arm became massive and got more magma-like as it turned into tentacle then the Felinesapien arms grew multiple quills and had an eye on each palm. His body mass grew greatly then his head morphed into those of a Loboan but become covered in flames and has one large eye on his forehead and a long horn on the top of his head. His legs turn mechanical legs. He grew a second tail with a stinger. He grew four insectoid wings under his main pair.

"Ah...ah...heh heh... MWAH HA HA HA! YES! MORE POWERS! I HAVE GROWN EVEN MORE POWERFUL THEN EVER!" laughed **Super Kevin 11** in a menacing tone.

"Oh no..." panted Gwen 10K.

" _He got the powers of Needle Mouse, Frostblight, Buzzshock, Fembot, Stinkfly and **Eye Gal**!_" exclaimed Future Omni.

"Eye Gal?!" asked Gwen.

"I know who she meant and that is who I am going to use!" grinned Ben as he activated his Copytrix and slammed the core. After a flash of light, Ben become a humanoid alien with two shades of tan skin, has bat-like ears, multiple eyes around his upper body minus his face, ironically, wore black pants with white cuffs on legs and wrists and wore the Copytrix symbol on his belt.

" **Eye Guy!** " shouted the alien.

"That's the male version of Eye Gal?" asked Gwen.

"Yes, he's an Opticoid." nodded Gwen 10K.

"Thanks to Future Me, EYE have unlocked 5 new aliens so EYE can kick his butt!" grinned Eye Guy.

"Seriously..." said the Gwens as they just heard him saying "Eye" instead of "I".

"Prepare to die!" growled Super Kevin 11 as he swung his Petrosapien arm and swung his Nosedeenain/Galvanic Mechamorph tentacle at Eye Guy but he quickly sidestep and fired a powerful yellow energy beam from his shoulder-eye, striking his face. He got stunned a bit then Eye Guy start punching his face then fired two energy blasts from his shoulder-eyes, knocking him back. Super Kevin 11 recovered and fired two energy beam from his eyes on his Felinesapien palms, which Eye Guy countered with his own, causing a small burst of explosion. Then Eye Guy closed all of his eyes then a center eye appear and launch a mega-sized energy beam, striking Super Kevin 11 and engulfed him and the whole room. As the smokes rises, Eye Guy start panting and gave a cocky grin.

"Take that, Kevin!" grinned Eye Guy.

"Guess again!" boomed a voice. Suddenly, a powerful flamethrower shot through the smoke and blasted Eye Guy. He fell on his back then he got smashed by Super Kevin 11's Pyronite fist. Eye Guy was barely conscious then his body released a red light and morphed back into Ben. "Time to end this, once and for all!" grinned Super Kevin 11 as he thrusted his fist down.

"NO!" gasped the Gwens. Suddenly the Copytrix turned from red to teal and the core popped up. Ben noticed and quickly slammed it down, releasing a teal light. The fist came to a jolt as Ben stopped it as **Diamondshard**.

"You're really a pain in the neck! RAAGH!" yelled Diamondshard as he hammer tossed him against the wall and he fell on his knee. Diamondshard start firing crystal shards but...

"GRAAAAAAAAAAAAARRRRRGHH!" roared Super Kevin 11 as he unleashed a powerful sonic vibration that shattered the crystal then impacted Diamondshard, shattering his hide.

"Gah...ugh..." moaned Diamondshard as he fell on his knees then on his face as he morphed back into Ben.

"BEN! GET AWAY FROM HIM, LEVIN!" snapped Future Fembot as she morphed into Future XLR8 then she dashed toward Super Kevin 11 but she got clotheslined by the latter, spun around and crashed against the wall. Then a long, sticky tongue wrapped around Super Kevin 11's Petrosapien arm then he got yanked back and slammed against the wall. ConquerFrog leaped up and dive down to land a powerful kick but Super Kevin 11 moved in at supersonic speed, punched ConquerFrog's stomach and smashed her against the same wall Future XLR8 was. Then he zipped back to Ben and spew a large gunk of acid at the girls, immobilized them.

"No. Interruption!" snarled Super Kevin 11 as he lifted his Petrosapien arm, morph into a blade and stabbed it against Ben's stomach.

"AAAAAARRRRRGHHH!" screamed Ben.

"Die, Ben! DIE!" roared Super Kevin 11 as he pulled the blade back and ready to stab into his heart. Suddenly a flash of teal light blinded him as a white, four-fingered hand with a wrist claw caught his arm blade. "HUH?!" exclaimed Super Kevin 11. In Ben's place was an Appoplexian.

"LEMME TELL YOU SOMETHIN', KEVIN E. LEVIN! NOBODY STABS **RATH** WITHOUT GETTING A MAJOR BEATIN'!" boomed the Appoplexian.

"BEN?!" exclaim Super Kevin 11.

"No... It's RAAATTTHHH!" roared Rath as he released a sonic roar and blasted Super Kevin 11 away. He quickly recovered and snarled at Rath.

"I wanted to kill you but now I must find the Null Void Projector!" scoffed Super Kevin 11 then flew his way through the hole he made earlier and escaped.

"HEY! NOBODY RUNS AWAY FROM RATH!" yelled Rath as he run to the hole but can't go further because he can't fly. Future Fembot morphed into Future Four Arms and burst out of the goo gunk.

"Kevin..." whimpered ConquerFrog as she timed out.

"It's all my fault..." muttered Gwen.

"No... We got lucky. Kevin 11 got stronger but at least he didn't absorb all of the alien DNA samples in my Omnitrix." said Future Four Arms as she morphed back into Gwen 10K.

"Well, Rath think someone controlling Kevin 'cause no way he knows about the former location of the Null Void Chamber." add Rath. "And another thing, what does he mean Rath is your boyfriend?" asked Rath.

"No. He misunderstood." scoffed Gwen 10K.

"Let's head back up." said Gwen.

* * *

Back at the 61th floor, everyone gathered together with the Galactic Enforcers... **(A/N: They returned from the G.E. HQ)**

"Ben, are you alright?" asked Future Max.

"I'm okay. The good thing about being Half-Anodite is that I have healing factor." smiled Ben.

"What shall we do? We cannot defeat the Crimson Clan with that dreaded mutated Osmosian." said Future Ultimos.

"Simple. We combined our strength!" grinned Future Tini as she placed her fists on her open hands.

"She had a point there." nodded Future Ben.

"Second here." agreed Future Synaptak.

"Against the Crimson Clan, yes. But how can we take down fused monster like Kevin 11?!" asked Verdona.

"Fused...fused... Fusion! That's it! If we want to beat Kevin 11, then we have to become Kevin 11 ourselves!" beamed Gwen.

"Huh?!" asked everyone.

"Gwen, give me a knife." order Gwen and Gwen 10,000 tossed one to her, she caught it then she position it into the ring dial.

" _H-Hey! What are- Oh, don't you dare, Gwen! Don't you-_ "

*CLANK!*

Gwen ripped the face plate off and it landed on the couch.

" _AAAARGH! NOW YOU- A-A-A-AAAAH-CHOOOO!_ " sneezed Omni then Gwen got instantly engulfed in green aura.

Her arm's blood vessel become overflowed and traveled up to her eyes. She clutched her eyes shut and shot them open. Her body grew pink fur with bluish stripes, her hair grew longer and turn rose color. She grew two tiger ears and a tail. She gain claws and wear dark/light blue uniform without pants-legs. She gain a black brace on her shoulder with the Omnitrix symbol. She slam her claws against the ground.

"RAAAGGH!" roar the humanoid tigress. Than she spun around once and face the fourth wall. Her eyes ignited in flames with visible up-and-down slits. She place her left forearm horizontal and right forearm vertical, and her arms become covered in dark-red rocks. She thrust her arms apart, her veins ignited and her hair burst into flame. "RAAAAGHH!" roar the newly-transformed alien.

" **Wild Blast!** " shouted the Half-Pyronite Half-Felinesapien.

"Wild Blast?" asked Future Max and Verdona.

" **Wildcat + Heatblast.** " smiled Wild Blast.

"Very interesting but Gwen, you must be careful of what you transform." warned Gwen 10K.

"Okay." nodded Wild Blast.

"Guys, I got a lead. Someone left a note here and it said the Crimson Clan are located at the snowy peak of the mountain, where Dr. Animo found that Albino gorilla." said Chronos.

"Okay, we all handle the Crimson Clan while Gwen handle Kevin 11. If we located him, Chronos will bring you there right away." explained Future Ben.

"Right!" said everyone.

* * *

Thanks to Future Ben's teleportation spell, Gwen 10K and co. arrived at the mountain covered in ice. They began their missions; Gwen 10K and Future Ben searched the top, the Galactic Enforcers shall take the bottom while Chornos, Future Max and Verdona searched the cave. Gwen and Ben stayed at HQ, in case they tried to attack again to search for the Null Void Chamber.

Gwen 10K and Future Ben continue treking their way up. Then Future Ben began...

"Did they know?" he asked.

"About us? No." sighed Gwen 10K.

"I lied about Kai Green and you?"

"I told them that Kevin misunderstood about us. I know we shouldn't be like this... But you are always there for me...so thank you." smiled Gwen 10K as she held his hand.

"You're welcome." smiled Future Ben as he planted a kiss on her forehead. When he moved away, Gwen 10K wrapped her arms around his neck and planted a deep passion kiss on his lips. Once they break the kiss...

"We must keep this relationship a secret until they leave. So don't tell anyone, okay?" asked Gwen 10M.

"Of course. And that big butt jokes from before... Now they look very attractive." smiled Future Ben. Gwen 10K become wide-eyed and blushed madly as she giggled softly.

"Thank you." she mouthed. Suddenly there was a tremor and the mountain wall exploded. The secret couple quickly dropped in defense stance as they faced the attackers. It was Celery again and she brought another member of the Crimson Clan. He was a machine-like humanoid with Mana energy surging through his whole body. He looks like the Deathhead from _Planet Hulk._

" **C.A.D.!** " exclaimed Future Ben. **(A/N: C.A.D. stands for Cybernetic Anodite Destroyer.)**

" _Ben Tennyson, it's been too long._ " scoffed C.A.D.

"I don't know who grabbed my tail but he or she is gonna get it. But first, a little rematch!" smirked Celery.

"Let's go!" order Gwen 10K as she transformed into Future XLR8 and dashed toward Celery, who just clothesline her and send her spinning out of the path and start falling down. Suddenly she rocketed up to the sky as a Pyrofiggian. Her crowns, wings and abdomen are larger and her legs became large sharp legs like Future Stinkfly and gain exoskeleton-like robe. She wore the Future Omnitrix on her waist.

"Come and get me, Monkey Brat!" smirked **Future Firefly** as she thrusted her hands and unleashed a powerful heatwave.

"RAAAAAGHH! **Kaio-Ken!** " snapped Celery as she unleashed a crimson-red aura and her muscle tones has increased then rocketed out of the ground at supersonic speed. Firefly evaded in time but she swoop in the right and kicked her face. She crashed against the wall then Celery bored her through the mountain. Future Ben and C.A.D. collided and unleashed a powerful explosive wave as they start clashing each other at intense speed, creating multiple shockwaves. Then Firefly emerged from the other side and flew across the sky then Celery appear above her and threw an axe kick but Future Firefly evaded and slammed her abdomen against her face, sending her flying down. She somersaulted, cupped her hands and start generating all the Mana energy. " **Turtle Destructive Wave!** HA!" yelled Celery as she unleashed a powerful Mana wave.

" **Solar Beam!** " shout Future Firefly as she fired a powerful heat beam from her abdomen. Both beams collided and unleashed a powerful shockwave. C.A.D. rammed his foot on Future Ben's chest and smashed him against the peak, shattering it apart.

" _Face it, Tennyson! You can't defeat an Anti-Anodite!_ " smirked C.A.D.

"Not if I die trying!" Future Ben chanted a spell and used the Unknown Charm to unleashed a destructive wave around him but C.A.D. caught it, absorbed all the mana then fired his optic beam, boring him down into the ice.

* * *

In the cave, Verdona, Chronos and Future Max searched around the cave and Verdona decided to break the silence.

"What cause you to lose your arm?" asked Verdona.

"Now I don't want to spoil it." smiled Future Max.

"Awwww... You never tell me anything." whined Verdona then four tentacles wrapped around Verdona and gave out an electrical shock. "GYAAAH!" screamed Verdona.

"Take your slimy arms off Mrs. Tennyson, Zat!" shout Chronos as he grabbed the tentacles and slammed the Amperi against the wall.

"Argh! You disgusting ape!" snarled Zat as she start firing multiple lightning bolts at Chronos but he performed a series of acrobatic skills then slapped her face, only for her to counter with her electro beams, sending him through the cave then she gave chase.

"Let's go help him." said Future Max.

"Not so fast." shout another voice. Stepping out of a shadow was a Sotoraggian but female and wore crimson red armors and an alien woman who resemble XLR8 but her whole armors are based of the armors of Vulkanus.

" **Ten-Ten** and **KL-E**." frowned Future Max.

"Brrrr Graak!" snarled Ten-Ten as she transformed her arms, chests and waists into missiles launchers and open fires. Verdona created a barrier but then KL-E smashed through the barrier with her sonic dash and rammed Verdona through the cave.

"Guess that leaves you and me, Ten-Ten." frown Future Max as he transformed his arm into a cannon.

"Mwah ha ha ha!" chuckled Ten-Ten evilly as she activated her turrets and open fires.

* * *

Outside, the Galactic Enforcers got attacked by three member of the Crimson Clans; a large ooz-like creature in a shape of a lizard with a floating device on its head, a large falcon-like alien with wings on his back and wore the same armors as the other and a Vulpinmancer unlike any other; larger, red, has shark-like dorsal fins and a stinger on the tip of the tail.

"Well, well! The Galactic Enforcers are here to stop us?! Ha ha ha!" laughed the Vulpinmancer in a female tone.

"BRAAAAARRR!" snarled the giant ooz.

"Crimson Clan, take them out!" order the falcon-like alien as he levitated a large boulder and threw it at Future Ultimos but he smashed it with his fist.

"Tini, take on **Snarl the Ultim Vulpinmancer** , Synaptak, you handle **Falco**. I'll handle that **Ploymorph**." order Future Ultimos as they charged toward their foes. Future Tini leaped up and swung her fist at Snarl but she evaded and swung her tail, slashing Future Tini's armor. She groan in pain then grabbed her tail, start spinning at 360º and threw against the boulder. She roared and start running toward Future Tini, who followed the suit and they collided, sending ice shards everywhere. Future Synaptak evaded Falco's telekinetic blast then used his telekinesis to levitate a boulder and smashed him through the sky. Falco recovered and sliced the boulder into pieces with his talon then glide toward Future Synaptak, who quickly spin like a helicopter blades and evaded his approach. Future Ultimos confront a large Ploymorph, who repeatedly slammed its tentacles around, trying to smashed him. Future Ultimos evaded the tentacles then breathe an arctic breath, freezing the arm. The Ploymorph snapped it loose then regenerated a new one. It glared at Future Ultimos then thrusted its arm and fired a splash of acid goo. Future Ultimos countered with his heat vision then start freezing its body then shattered it but the Ploymorph repeatedly regenerated.

Snarl start biting on Future Tini's upper right arm.

"RAAAARR! GRAAAH!" growl Snarl.

"Let go, you stupid mutt! Let go!" snapped Future Tini as she swung her arm and slammed her against the wall. She recovered and rammed her dorsal fins against Future Tini and smashed her against the wall. "GYAH!" yelped Future Tini.

"TINI!" gasped Future Synaptak then Falco caught him with his levitation powers.

"Don't take your eyes off your opponent, lover boy!" smirked Falco as he slammed him through wall.

"GOOOOOOOOOOOOPPP!" boomed the Ploymorph as it leaped up and swung its arms down, smashing Future Ultimos into the ground. It start slamming its fists down. "GOOOOOOOOP!"

"Ultimos will not go down!" shout Future Ultimos as he rocketed up and bored through the Ploymorph, who regenerated and swung its tail at Future Ultimos but he used his super breath to blow him away, ripping its body apart then regenerated.

* * *

Back at HQ, Gwen was practicing on many different combinations but they are so random that they don't matched the right combo.

"Omni, is there a way where I can forced the DNA samples to merged the right one?" asked Gwen.

" ** _*kof, kof*_** _Yes... Remember how Future Gwen can morphed into different aliens without touching the Omnitrix?_ " asked Omni as she sniffle.

"Yeah." nodded Gwen with a smile.

" _Well, say this Voice Command; Activate Master Control._ " said Omni after she did some tinkering inside.

"Activate Master Control." said Gwen then suddenly the Omnitrix core start arcing electricity as it start rotating very fast then multiple aliens scrolls through at high-speed then it stop. "Cool!" smiled Gwen.

"Uh... Gwen?" asked Ben as his eyes glowed again.

"What? W-" Before she asked, a massive explosion shook the Omnitrix HQ. They looked outside and heading toward them was Super Kevin 11. "DUCK!" exclaimed Gwen as she jumped toward Ben but Super Kevin 11 smashed through, grabbed Gwen and Ben, and bored through the wall. He carried them through the city.

"Kevin! What are you doing?!" asked Ben.

"Shut up, Benji! I am going to absorb you and Gwen's Omnitrix!" grinned Super Kevin 11 as he grabbed Gwen's Omnitrix.

"GET YOUR HANDS OFF MY COUSIN!" snapped Ben as he unleashed an explosive wave, pushing Gwen away and blasting Super Kevin 11 to the sky. Ben, now transformed into an Anodite, dashed toward Super Kevin 11 and rammed him hard. "You wanna fight?! Then let's go to your master!" snarled Ben as he unleashed a Mana aura, grabbed Super Kevin 11's tentacles and rocketed through the sky, heading toward the mountain.

"BEEEEEN!" cried Gwen.

" _Gwen, transform!_ " cried Omni.

" **Stink Rose!** " cried Gwen then she transformed into Lepidopterran/Plantosapien Hybrid then she flew across the city to the battlefield.

* * *

Many battles are growing way too intense as the teams got back together and are getting overwhelmed.

"GOOOOOOOOPPPP!" roared the Ploymorph as it rammed Future Ultimos through multiple rocks.

" **BIG! BANG! CANNON!** " boomed Celery as she unleashed a massive energy sphere down and rammed Future Firefly into the ground. A flash of green emanated from the smoke and Future Firefly emerged as a new alien. She become a living entity of pure energy and wore the Future Omnitrix symbol on her face. She instantly teleported right in front of Celery and slashed her belly with her energy claws then kicked her down but Celery grabbed her and Dragon Throw her into the ground. She dove in and rammed her against the ground more, sending multiple tremors that shattered the whole glaciers.

" _GRAAAAAAAAGHH!_ " boomed C.A.D. as he fired his energy cannon and pursue Future Ben as he flew across the glaciers, firing Mana bolts at him but he withstood that and blasted him. KL-E dragged Verdona around, slamming her to wall to boulder to tree, over and over. Snarl and Falco combined their attacks to smashed Future Tini and Future Synaptak against the ground. Ten-Ten evaded Future Max's arm cannon and kicked him across his face then she grabbed his leg and slammed him on the snow. Zat swoop around, evading Chronos' missiles then wrapped her tentacles around Chronos and electricuted him. They are all defeated and lay immobile on the ground.

"Ugh... Too...powerful... Why?" asked Gwen 10K.

"It was thanks to Kevin. We managed to siphon his powers to our own, allowing us to grow more stronger." answered the voice. Landing in front of the Crimson Clan was a massive crimson dragon with four wings, has similar armors but more advanced with robe, wield a large sword and has blue eyes.

" **Omega!** " growled Gwen 10K.

"We meet again, Gwen 10K. It was a brilliant plan that we take your once-beloved Kevin Levin from the past and used him to grant new powers." chuckled Omega. "Finish them." Everyone prepared themselves to kill the heroes until...

"GRAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAGHHHH!" scream a voice then a massive blue meteor impacted the ground. Raising out of the ground was Super Kevin 11 with Ben in his grip.

"Nice one, Benji! But now your powers is MINE!" grinned Super Kevin 11 as he drained every bit of Mana from Ben.

"GAAAAH! UGH...Gah...Ack...uuhhhh..." Ben collapsed for loss of Mana then Super Kevin 11 unleashed a powerful flaming Mana aura.

"Mwah ha ha ha! HA HA HA!" laughed Super Kevin 11 as he threw Ben away, right when Stink Rose arrived. Everything went slow-mode as everyone watched in horror as the body of Ben fall toward the body of snow. Gwen 10K cried "No!" in indistinct voice as she reached out her hand to her cousin's younger self. Ben landed on the snow and remain motionless as Verdona buried her face into Future Max's chest in sorrow, Future Ultimos looked away and Chronos shook his head in shock. The time resumed.

"NNNNNNOOOOOOOOOOOOOOOOOOOOOOOOOO!" screamed Gwen 10K in rage as she unleashed a massive surge of Codon energy then she transformed, blowing everyone away from her as she grew gigantic. She became the To'kustar.

"OMEGA, YOU ARE GOING TO PAY!" boomed the To'kustar.

"The Gentle Giant? Pathetic. Kill them all. I'll handle her." Omega absorbed all the energy from the nature and grew to the same height as the To'kustar. They charged toward each other and engaged in the grapple.

"Kevin... I am going to change you back and bring Ben back to life!" Stink Rose promised as she wiped off her tears.

"Huh? What the heck you become?!" asked Super Kevin 11 as he saw Stink Rose.

"Less talking, more fighting!" shouted Stink Rose as she fired a large gunk from her eyes, splashing them on Super Kevin 11 but he broke free and swung his tentacle at Stink Rose but she evaded and fired her solar beam, blasting him through the rocks.

"Switch opponents!" shouted Future Ben as he discharged a powerful fireball and blasted Celery away. Future Synaptak levitated C.A.D. and slammed him against the wall while Future Tini grabbed Ten-Ten and threw her to the sky. Future Max used his bionic arm to land a powerful punch, sending Snarl away while Verdona, in anger, blasted Zat away with her Mana wave. Chronos quickly engaged the Ploymorph while Future Ultimos engaged KL-E.

Meanwhile, Stink Rose arrived to find Super Kevin 11 recovering.

"You are not angry that I killed your Benji?" asked Super Kevin 11.

"Future Me lost it but I'm still calm. Because I know he's still alive. **Needle Blast!** " shouted Stink Rose then she morphed into a Hedgesapien who got covered in molten rocks and ignited in flames. She got mini-volcanos on her head and back.

"Eh?!" exclaimed Super Kevin 11. "How did you do that?"

"I ripped the faceplate off." answer Needle Blast as she curled into a flaming sphere and spin dash against Super Kevin 11. He caught her but the combined powers of Needle Mouse and Heatblast was so great that he got pushed back by the force. Super Kevin 11 tossed her aside then breathe a powerful ice breath at her. She landed on her feet then counter with her lava breath. The collision caught them to created a large vapor then Needle Blast canceled her attack then spin dash under the ice breath and tackled Super Kevin 11 then he lashed out his Pyronite tentacle, grabbed her and slammed her against the ground, buried her into the snow.

"I got you now!" smirked Super Kevin 11. The snow released a burst of green light as she emerged in the form of Incursean and Thebe Khufa. It's Snare-Oh with ConquerFrog's physique and an opening for her tongue.

" **Snare-Frog!** " said the Hybrid in a grim tone as she lasso Super Kevin 11 with her bandages then leaped up in the sky, somersault and slammed him against the ground. She landed on her feet and thrusted her fist, stretching across the snows and punched the mutated Osmosian but failed as Super Kevin 11 summoned a wall of crystal. Then he grabbed her with the Nosedeenain/Galvanicmechamorph tentacle.

"This will be a shocker!" laughed Super Kevin 11 as he discharged a powerful burst of electricity.

"YEEEOOWW!" yelped Snare-Frog then he slammed her against the wall. She slide down on the snow then morphed into a Petrosapien with red crystal skin, four arms and four eyes.

" **Diamond Arms!** " shout the Petrosapien/Tetramand as she moved in and start jabbing Super Kevin 11's face, rammed his guts then tackled him off the cliffs. They start clashing as they fall until Diamond Arms grabbed all four of his arms and encased him in red crystal field. They collided on the ground hard and released a shockwave. Diamond Arms stood up and crawled out of the crater then she shook her head.

"Where do you think you're going?" asked the voice of Super Kevin 11. Diamond Arms turned around in shock as he created two spheres; an electrical sphere and a flaming sphere. He merge it as one, thrust it down and, along with the barrage of crystal shards, quills, two energy blasts and acid goo, unleashed a super-powerful energy blasts.

"AH!" exclaimed Diamond Arms as she protect herself with crystal shield. The blast impacted and release a humongous explosion. When the smoke subsided, Diamond Arms emerged as Gwen, unharmed but had a bruise on her shoulder. She stood up to Super Kevin 11, who sneer at her, impressed that she survived that.

"Kevin, why you hate me? I thought you love me!" shout Gwen.

"Huh?! I-I..." Super Kevin 11 gazed at his hands than gazed at Gwen. "What am...GRR!" grunt Super Kevin 11 as he clutch his head with his hands.

"Kevin, please! Fight it!" plead Gwen.

"I can't! Its powers are taking over my mind! Gwen, you...must kill me..." grunted Super Kevin 11.

"I can't!" protested Gwen. Then everything stood still so suddenly. She can see everyone are overpowering the Crimson Clan, since they switched opponents and the To'kustar and Omega are firing their cosmic ray and flame breath.

"Gwendolyn, why are you hesitating?" asked the voice. She turned around and Prof. Paradox appear with a bag of gumballs.

"Prof. Paradox? Please tell me how can I save Kevin? Shall I use the Fusion aliens?" asked Gwen as tears flow down from her eyes.

"First you must repair the Omnitrix. Search through the dials and find a symbol of a tall alien with four antennas and a tail. You can do it, Gwendolyn. Believe in yourself." said Prof. Paradox. Then time resume to normal and the Professor disappeared. The beams collided and unleashed an explosive wave, blowing everything away. Omega saw Super Kevin 11 and his eyes flashed. Suddenly Super Kevin 11 shot his eyes open and unleashed a mighty roar.

"RAAAAGGHH!" roared Super Kevin 11 as his roar release a burst of powerful wind.

"Only I can save Kevin. Don't worry, Kevin! I'll stop you!" shouted Gwen.

"Prepare to die!" growled Kevin 11.

* _I have to use my Fusion alien forms until I have enough time to place the faceplate back on._ * thought Gwen. She released a flash of green light and emerged as a Galvanic Mechamorph with the physique of Kineceleran.

" **XL-Grade!** " shout the Galvanic Mechamorph/Kineceleran Hybrid. She frown her eye, which emanated sparks of energy, travel to the center then she shot her eye open & fired a powerful energy cannon at Super Kevin 11.

Using the Kineceleran's speed, he evaded XL-Grade's attack then swung his right arm and fire a barrage of fire-balls. She start zigzagging than appear behind him.

"What?! How?!" exclaim Super Kevin 11.

"Kevin, it's clobbering time!" growl XL-Grade as she land a powerful thrust punch, send Super Kevin 11 away, grabbed him, yanked him back and lands a flurry of high-speed kicks against his chest. Super Kevin 11 recovered and fire a powerful energy cannon from his eyes on his Felinesapien hands. XL-Grade counter with her own. Both beams overcharged and release a huge explosion. Super Kevin 11 brace himself to withstand the blast than look up; jumping out of the flames was a Splixsan-Tetramand Hybrid.

" **Four Ditto!** " shout the hybrid as she created 30 clones of herself. They pound him so much that he fell on his knee but he swung his arms together and clap his hands, released a powerful shockwave that send the Four Dittos away. They vanished and revealed the original Four Ditto. She struggle to stand up but Super Kevin 11 stand before her and lifted his foot. He stomp down as Four Ditto start glowing. His foot went through her and shatter the ground.

"Where did you go?! Did you become Ghostfreak?!" ask Super Kevin 11 as he look around.

"Behind you!" Charging toward the distracted mutated Osmosian was a Kineceleran with red stripes, red visor and has a second pair of arms. **XL-Arms** right-hook punch Super Kevin 11, then ran around in circle, repeatedly bashing him with frenzy blows then slapped him with her tail. She send him 20 feet away from her, landing in the middle of the lake. "That was for that punch you gave me when we first fought in your previous state!" hissed XL-Arms as she switched forms. She's now Half-Felinesapien Half-Pyronite.

" **Wild Blast!** " shout Wild Blast as she start running on four. Super Kevin 11 stand up and saw Wild Blast. He thrusted his upper and lower right arms forward and fire a barrage of quills & crystal shards. Wild Blast zig-zagged the attack in a blink of an eye then created a trail of fire as she ran around Super Kevin 11. Once the ring of fire are connected, it unleashed a huge firewall. The heat weaken the ice and Super Kevin 11 fell in the ice-cold lake. Wild Blast switch form as she dive into the water. She's now Hedgesapien-Piscciss Volann.

" **Mer-Mouse!** " chimed Mer-Mouse as she swam toward Super Kevin 11. She spin dashed Super Kevin 11 but he evaded her and swung his tentacles and tails at her. She start swimming around in her spin ball form, dodging the tentacles and tails then tackled Super Kevin 11. She uncurl herself then swung her head down, firing a series of quills from her hair. Super Kevin 11 guard up his arms together and block all the needles. Mer-Mouse swam up and land a powerful bite on his shoulder.

"RAAAGH!" roar Super Kevin 11 as the air bubbles escape from him. However he have gills also so he can breath underwater. He land a massive bite on her fish tail.

"AAIEE!" screamed Mer-Mouse. Super Kevin 11 tossed her up out of the water and into the sky. He burst out of the water and charged toward Mer-Mouse.

" _He's comin-* **KOF, KOF***_ " coughed Omni.

"Mer-Mouse can't land a damage! Let's try...!" Mer-Mouse morphed into Half-Pyrofiggian Half-Petrosapien.

" **Diamond Fly!** Take this!" Diamond Fly thrust her fists and abdomen forward and fired a barrage of crystal shards. Super Kevin 11 withstand it and land a barrage of super punches than slam her down. Super Kevin 11 fired two energy beams from his lower hands and Diamond Fly caught it with her hands. She absorb it, transfer to her abdomen and fire a redirected energy beam. Super Kevin 11 caught it with his right upper hand and redirect it back at Diamond Fly. It struck her hard then she got blasted by an energy beam from Super Kevin 11's horn.

"AH!" grunt Diamond Fly and she crash on the snow. Super Kevin 11 land on top of her and swung his bladed arm at her but she create two blades and block it. "You know Kevin, we should enjoy this moment if we weren't enemies." grinned Diamond Fly.

"But I must save you once and for all!" Diamond Fly generated a heat saber from her bladed arm and stab it through Super Kevin 11's waist. He gritted his teeth in pain and got wide-eyed.

"GRRAAAAAAAAAGGGHH!" roar Super Kevin 11 in pain, releasing a sonic roar and start shattering her crystallize body.

"ARGH!" moan Diamond Fly and fell unconscious. Her Omnitrix start beeping and Diamond Fly slowly pull out the face plate and connect it on her symbol. She morph back into Gwen and her Omnitrix is fixed again.

" _Finally! The Master Control has been reset!_ " said Omni.

"Finally, all of your powers will be mine!" grin Super Kevin 11 as he grabbed Gwen's left arm, lift her up and try to remove the Omnitrix.

"Kevin... I will save you... If I can somehow drain all your powers..." groan Gwen as she slowly regain consciousness.

"Give. Me. The WATCH!" roar Super Kevin 11 as he tried to ripped the Omnitrix off.

"Kevin, I can't get it off remember?!" shout Gwen. Suddenly the Omnitrix start beeping & glow brightly. Suddenly it release a powerful feedback, knocking Super Kevin 11 away from her while Gwen land on her butt.

"What the?!" exclaim Super Kevin 11 as he shake off the dizziness. He stood up and roar in rage. "RRAAAAGHHH!"

" _Take that, you jerk! Gwen, search around in the list of transformation. I think I discovered a new transformation. I guess I must've unlocked it when I released a feedback defense._ " advised Omni. Gwen stand on her feet and rub her hands on her butt,

"Okay." nodded Gwen as she start searching for the new alien form until she found an alien form she didn't recognized. It look like a tall figure with four antennas and a long tail.

"A new alien form Paradox mention! Then this will have to do!" She slammed the core and release a burst of green light.

# _Insert Song: Feedback Theme_ #

Her arm turned dark-blue than turned her whole body dark-blue with light-blue stripe that goes from the start of her neck to the start of her legs, like Buzzshock. She grew a single eye in the middle of her oval-shaped head and she gave a cocky grin. She grew four antennas with round golden plugs on the tips. Her fingers and tail have the same golden plugs and she wore the cat-shaped Omnitrix symbol on her chest. She discharge electricity from the plugs then fired the electric bolt at the fourth wall.

"Whoa! Who's this girl?" wondered the alien in cocky tone.

The To'kustar grabbed Omega's head, headbutted him, slashed his stomach with her overgrowth blades then rammed her fists against his face.

"Gaahh... Im...possible... Why am I losing?" asked Omega.

"Siphon energys from Osmosian means you have limited powers. Now I should kill you but I just returned to my old self so time for you to go take a nap." grinned the To'kustar as she slammed her elbow against his head and he passed out by the blow and shrunk back to his normal size. "And by the way, I am **Way Big**." smiled **Future Way Big**.

The same thing happen to the others: Snarl reverted to normal Vulpinmancer, Ten-Ten losted her ability to construct powerful weapons, Celery can't used Kaio-Ken anymore and Zat's powers has reduced by 10, and KL-E's speed are reduced.

"What?! OOF!" grunted Celery as Future Ben blasted her into the wall and she passed out. Future Tini grabbed Ten-Ten and headbutted her out cold. Future Max blasted Snarl down, Future Ultimos trapped KL-E with his artic breath, Verdona, ignoring Zat, yanked the Anti-Gravity Projector and the Ploymorph got pinned down by the gravity, leaving it as an immobile blob. Future Synaptak deactivated C.A.D. and Chronos defeated Zat while she was distracted.

"We won!" cheered everyone.

"Uggh... What did I miss?" asked a voice. Everyone looked to the source of the voice and saw Ben standing up from the snow.

"BEN!" cried Verdona as she hugged her grandson. "You're alive!"

"Yeah. I managed to survive using a little bit of Mana then some kid half of my age came and restored my Mana then he left." explained Ben.

"What kid?" asked Chronos.

"I dunno. All he said is that he is a huge fan of Gwen 10. That's it." said Ben. Future Way Big stomps forward and looked down at everyone.

"Guys. We gotta help Gwen." said Future Way Big as she bend down, picked up her friends and carried them to the battlefield. When they arrived, they found Gwen transformed into a new alien form. "I don't recognized that form." said Future Way Big.

" _A **Conductoid**! Gwen, this DNA sample has the ability to drain energy and electricity to fuel your own power!_" explained Omni.

"Really?" ask the alien.

"I will kill you!" roared Super Kevin 11 as he perform the same attack he used before. He fire a super-powerful energy blast at the Conductoid.

"Let's test that theory!" grinned the Conductiod. She thrust her hands forward and caught the beam. She start absorbing it and the beam vanished as she finished absorbing.

"Whoa!" exclaim the Conductoid in awe.

"WHAT?!" gasped Super Kevin 11. The Conductoid clutch her hand and created an electrical sphere. She threw it and it struck Super Kevin 11. Since she absorb Super Kevin 11's attack, the former's attack got super-charged and release an explosion that send the latter away, leaving sever damages.

"I _feed_ on his attack then I send it _back_! Hey, that will be my new name! **Feedback!** " grinned Feedback as she strike a pose.

"DIE!" roared Super Kevin 11 as he charge back toward Feedback at super speed then throw his Pyronite fist but Feedback caught his fist.

"You're so not!" grinned Feedback as she kicked Super Kevin 11's face then jabbed his stomach a few times. Super Kevin 11 swung his two arms and tentacle but Feedback ducked and sweep kick Super Kevin 11 off his feet. Feedback jump up then thrust her hands forward and fired a focused-electric beam, blasting Super Kevin 11 down. She landed her knee on the mutated Osmosian's guts and knocked the air out of him. Super Kevin 11 is defeated. "Now I'll take that energy, thank you." chuckled Feed Back as she placed her fingers on Super Kevin 11's chest and start absorbing all of his energy.

"GYYAAAAHHH!" screamed Super Kevin 11

"AAAHH!" yell Feedback as she lifted her hand, clutched it into a fist and rammed it against Super Kevin 11, release a massive burst of electricity. Suddenly his whole body start cracking than shatter into pieces and reveal Kevin back to his normal human form.

# _End song_ #

"Uhh..." moaned Kevin.

"You're back to normal, Kevin." sighed Feedback as she drop on her knees, hold Kevin in her arm and stroke his head with her hand.

"She did it!" cheered Verdona and Future Way Big.

"Heh-heh... I knew she can do it..." chuckled Ben.

"Heh, I knew it too." smiled Future Ben. The Omnitrix start beeping then Feedback morphed back into Gwen and carried Kevin in her arm. Everyone gathers around to congratulate Gwen for her victory. Future Way Big morphed back into Gwen 10K then stood in front of Gwen. She bend on her knees and held out her Omnitrix.

"Hold up your Omnitrix, Gwen." smiled Gwen 10K.

"Okay." said Gwen as she hold her Omnitrix. The Omnitrixes cores pop up and Future Omni spoke.

" _Codon Stream activated! Transferring DNA samples._ " smiled Future Omni. Gwen's Omnitrix core start flashing in yellow light than reveal new symbols. They are Buzzshock, Fembot, Frostblight, Unitaur, Way Big, and two unknown alien form.

"New aliens for me?" asked Gwen.

"They are very useful. Use them well." smiled Gwen 10,000.

"Hello, everyone!" a voice call out and the heroes look behind them. It's Prof. Paradox!

"Prof. Paradox!" exclaim everyone.

"Prof. Paradox, sir!" saluted Chronos.

"You manage to prevent the dangerous threat. Good job, Gwen." smiled Prof. Paradox. "But there are new dangers waiting for you in the future. Be prepare." warned Prof. Paradox then he vanished.

"Meh, he doesn't stick around much." said Future Ben.

"Hey Chronos, can you take us home now?" asked Gwen with a smile. He nodded and created a time portal. As it expands...

"Good-bye, Gwen 10,000! Good-bye, Ben! And you too, Grandpa! And the Galactic Forces!" waved Gwen.

"Are you sure I'm going to marry Kai Green?" asked Ben.

"Ben, this is a possible future. Now that Kevin is reverted, a new future was formed. You must followed your own path." smiled Future Ben.

"Good-bye, Max!" cried Verdona.

"So long, Verdona. I love you." smiled Future Max.

"Oh, wait. Catch!" Gwen 10K tossed a cube to Gwen. She caught it with her hand.

"What is it?" asked Gwen.

"Something Ben forgot to bring for Grandpa Max's last birthday." smiled Gwen 10K.

" _Good-bye!_ " cried Omni.

"Enjoy your new future!" smiled Gwen 10K.

"And make sure younger me doesn't use Mecha Merge to cheat again!" advised Future Ben with a sarcastic grin.

"Ha ha! Will do. Bye!" smile Gwen as they went home.

* * *

After the Galactic Enforcers took the Crimson Clan into the Null Void and Future Max went to sleep in the RV, Gwen 10K dragged Future Ben to the dark corner of the hallway and gave him a hug.

"What was that for?" asked Future Ben.

"When Kevin drained your younger self's Mana, I thought I'm gonna lose you too." whimpered Gwen 10K.

"Shhh... It's over now, Gwendolyn. I'm here." smiled Future Ben as he gently stroke her cheek. They lend closer and their lips pressed together. They continue kissing in the dark, where no one can see them. Their forbidden love of their future...

* * *

# _Main Timeline_ #

Everyone returned at PLUMBER HQ and Max was relieved to see them okay and saw they have Kevin back.

"Take Kevin to the recovery room. ASAP!" order Max and the Plumbers obliged. Verdona and Ben hugged Max.

"Max!" cried Verdona.

"It's so good to be back!" smiled Ben. Gwen held up a cube, pressed the button and it morphed into a birthday cake with candles already lit. She walked up to Grandpa Max with Ben and Verdona at her side.

"We brought you a cake, Grandpa. Happy Birthday!" smiled Gwen.

"Aw, you guys! You remembered!" smiled Max.

"HAPPY BIRTHDAY, MAX TENNYSON!" cheered everyone. As they celebrated, Chronos walked away to the time portal as he was lost in his thought.

* _A kid who is a huge fan of Gwen 10. He saved me and Gwen 10,000 from Zat and Celery then healed Ben. Who is he? And how did he got to that timeline?_ " wonder Chronos as he disappeared in a green light.

* * *

"Oh, my head..." moan Kevin as he slowly wake up and look at his surrounding. He's in the bedroom of the PLUMBERS HQ.

"Good morning, sleepy head." giggled Gwen as she brought some soups.

"G-Gwen?! What happen?!" asked Kevin as he shot up from his bed.

"Shhh. It's alright. The nightmare is over." shush Gwen as she gave Kevin a bowl of soup. While they enjoy their soups, Kevin start talking.

"I remember I was in a city but different, so high-tech and I saw two of you, although the second Gwen is so sexy and beautiful." comment Kevin. Gwen start blushing and rubbed her arm. "But then I was fighting you and I almost killed Ben. I even tried to kill you. Gwen, I am so very, very sorry." sigh Kevin.

"Kevin, you know Ben will never hurt me. You don't know how hard I struggled to fight you. In the alternate future, I killed you." said Gwen with a sad look in her eyes.

"You...killed me in the alternate future?" asked Kevin in shock.

"Yes, and I was so lonely. That's why I wanted to save you, so we can be together forever and start up your dream of selling auto parts, both Earthling and alien parts." smiled Gwen as a small tear shed from her beautiful emerald green eyes.

"Really?! That's- I don't know what to say." stammered Kevin.

"Kiss me." smiled Gwen.

"K-Kiss you? Well, okay." He lend forever and give her a light kiss. Gwen frown.

"No. Kiss me!" frown Gwen with a devilish grin. Kevin gave the same grin and gave her a deep passion kiss. Kevin place his hands on her waist and Gwen wrap her arms around Kevin's neck as they continue kissing. They broke their kiss to catch their breath.

"Do me a favor..." Gwen said as she breathe softly.

"What?" asked Kevin. Gwen placed her hands on the bottom end of her shirt, gripped it and pulled it, exposing her belly, which it was wrapped in bandages. "W-What is..." Kevin began to unwrapped her bandages and was shocked to see her scars.

"Oh my God! I-I did t-t-that to you?!" gasped Kevin. Gwen laid down on her back and gazed at Kevin sadly.

"As my way to accept your apologize, can you soften my wounds?" asked Gwen. Kevin bent over on Gwen and start kissing her scars. Gwen winched in pain but sighed softly as Kevin kissed her scars softly and tenderly. He stopped and moved up to her face as he stroked her hair gently.

"Better?" asked Kevin.

"Yes... I love you, Kevin Levin." sighed Gwen.

"And I love you, Gwen Tennyson." smiled Kevin.


	14. Chapter 14

**Chapter 14: Special Episode #1: The Mysterious Time Traveler**

 **Richard: Special Episodes are the predecessor to Bonus Chapters. SE only post after each 13 chapters while BC began after the first chapter of Season 2 and always have connections to the main story plot. Mostly were character introduction and character development.**

 **The Mysterious Time Traveler was later remade into _Time News_ in Season 2 as a filler chapter. I also changed Chrono Spanner's persona, from a kind-hearted, responsible and childish boy to an avenging, serious and no-joking-manner teenager. **

**Here, Spanner was talking directly to you while in _Time News_ , he was doing the exclusive interview with a Quarian. Yes, there's the popular alien race from _Mass Effect_ in _Gwen 10 the Series_.**

 **Remember, this chapter was before Spanner's identity as Kenneth Tennyson-Green was revealed in _End of Era_ so I didn't know his identity at the time.**

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- Wildcat the Felinesapien

#2- Four Arms the Tetramand

 ** _Fighting all evil from Earth or space!_**

#3- Grey Matter the Galvan

#4- XLR8 the Kineceleran

 ** _She'll never stop until she makes them pay!_**

#5- Diamondhead the Petrosapien

#6- Upgrade the Galvanic Mechamorph

#7- Mermaid the Piscciss Volann

 ** _'Cause she is the baddest girl who save the day!_**

#8- Needle Mouse the Hedgesapien

#9- Firefly the Pyrofiggian

#10- Heatblast the Pyronite

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

# _The Dimensional Crossbridge_ #

Somewhere within the void, where multiple doors stands in the circle formation, each leading to uncounted alternate universes. Standing in the center was Chronos Spanner. He turned around and noticed us.

"Oh, hello there. I guess you all first saw me in 3 _Ben 10 Omniverse_ episode. A cameo in _Something Zombozo Comes This Way_ , my full appearance in _Animo Cracker_ and my second appearance in _Cough It Up._ " smiled Chronos as he continue typing his log. "Well, you may be wondering who I really am _but_ that will be telling." he said as he placed his index finger on his face plate, gesturing "it's a secret". Then he start walking around as he continue talking to us.

"My true purpose shall not be reveal so let's say, in this Fanfic, I am Prof. Paradox's assistance. I'm even a huge fan of Ben 10. I'm a collector as well." He held up all the cards that has Ben 10's 61 aliens then he held out a _UA_ version of Ultimate Spidermonkey and _OV_ Negative Ultimate Spidermonkey.

"Okay, enough about me. Let's talk about many different alternate reality. Like the Milky Way Galaxy, God created the multiverse but, like the planets beside Earth, we do not know why He created so many multiverse or if they even existed in Real Life until they have proven by scientists that alternate dimension does exist and they called the life-form 'ultraterrestrial'." he explained. "In many different dimensions, they are completely different from our own dimension and there are some that closely paralell our own. And I mean _closely_ , because they have slight different history. Now Time..."

"Alternate timelines are actually different dimensions that are equally to the original but has several different events that occurred differently. Travelling to the past is more basically traveling to the alternate dimension where the events has or has not yet occurred. Do you understand? No? Then come, I'll show you." Chronos gave a "come here" hand gestures to us and the camera followed him as he approach the doors. "These are the Doors of Paradox. They leads to several Dimensions. Of course, like all doors, the Doors of Paradox has an address." he pointed at the golden label of the green door that said "B10K"

"B10K stands for **Ben 10,000** , the alternate Time era of Dimension 10, or Prime Era. Let's look inside." Chronos open the door and a bright light blinded us.

* * *

# _Omnitrix City, Dimension 10's Possible Future#_

We arrived on the roof top of Omnitrix City and Chronos grabbed the fourth wall then angled it down to view the statue of the adult Ben, who has fully bearded, has perfect muscular built on his body, wore the iconic shirt and has the Future Omnitrix on his left arm. The words on the pedestal was read: "Hero of Heroes, Ben Ten Thousand."

"The event of this time era occurred 20 years ago..." Chronos activated his ability then everything transformed into Bellwood. Then we saw the Rust Bucket I arrived at the neighborhood street. "After the defeat of the **Negative 10** , The Tennyson Team returned to Bellwood, ending their adventures. However, Ben was forced to go back to his normal life and never tell anyone about his adventures or his Omnitrix. But..." Then there was an explosion and the camera angled down to see two figure; a cybernatic-enhanced Chimera Sui Gerenis and a man wearing a gorilla armor.

"... **Vilgax** and **Dr. Animo** teamed up and attacked Bellwood. Ben was forced to revealed his powers and attacked his two deadliest foes. With the help of his family, they managed to defeat Dr. Animo and possibly killed Vilgax. 10 years later, however..." Chronos fast-forward the time until we reached to Bellwood city, where we find Vilgax alive and well. He has severed Max's right arm and killed a 19-year-old Japanese-American girl in cold blood. "...Vilgax has returned yet again and greatly severed Maxwell Tennyson's arm and killed Ben's old girlfriend, who goes by the name **Julie Yamamoto**. The event was so tragic that Ben lost his joy of hero and transformed into a dark superhero who fights with vengeance..." he said as we watched the 20-year-old Ben Tennyson activated his Omnitrix and transformed into a large robotic alien with green nuclear energy surging through his horn, the cylinders on his arms and his Omnitrix symbol on his torso. He has green eyes, taller then any known aliens and has the Omnitrix symbol on his green/silver belt.

" **Fizzle Whistle!** " boomed the alien in a savage voice as he executed a flying ramming attack and smacked Vilgax away from his family then flew up and start generating a sphere of pure nuclear energy. "HA-ME-NE! HA-ME-NE! HA-ME-NE-HA! **Atomic Blaster!** " shouted the robot alien as he threw the sphere down and blasted Vilgax without mercy. When the smokes subsided, Vilgax was completely mutilated, broken...dead. Everyone who was present, such as 20-year-old Gwen, 20-year-old Kai Green and others, were shocked and horrified of what Ben had done.

"Like you saw, Ben transformed into a super-powerful alien whose name shall remained unsaid and mutilated Vilgax." said Chronos in a sad tone then we returned to Omnitrix City where we first appeared. "During 10 years, Ben become the Protector of Earth and has mastered the secrets of the Omnitrix. What kind of secrets? He has unlocked the Master Control and unlocked 1,000,904 DNA samples. Then he built Omnitrix City, where Human and aliens co-exist peacefully.

However, that event did more then turning Ben into a dark superhero. Aside of marrying Kai Green and had a baby daughter named Gwendolyn, he become very serious about his hero business and always out in the city, protecting the planets from any dangers. This prevent him from spending times with his family and friends. He even stopped counting his aliens after he reached to 10,000th, making everyone dubbed him Ben 10,000 and stopped naming his aliens. I wasn't around during that time so I dunno what happen but after stopping Dr. Animo and the resurrected Vilgax, he suddenly changed! Seriously, he regained his joy of hero, start re-naming all of his aliens and spent more times with his family now. Odd changes aside, Kai Green gave birth to their son named **Kenneth 'Kenny' Tennyson**." Chronos pressed the button on his gauntlet and we warped 12 years later in the future, where we found a large purple-slime-like monster with a physique of a lizard wrecking havoc. Then we heard a sonic boom and saw a dustcloud charging toward the beast. Within the dust cloud was an adult male Kineceleran with white stripes and arrows, and a young male Kineceleran. They both have the Omnitrix symbol. "When Kenny turned 10, Ben 10K gave him a replica Omnitrix as a present. Unfortunately for Kenny..." Chronos turned around and watched as the monster splashed slimes on the rail and, while the young Kineceleran got stuck, the adult Kineceleran leapt up and defeated the creature by morphing into a Arburian Pelarota to knock it down, become a Pyronite to counter its attacks then morphed back into 42-year-old Ben Tennyson, who threw a grenade that sucked the creature inside. The young Kineceleran's Omnitrix symbol let out a warning sound and morphed back into a boy who resembled Ben but has tan skin and his shirt are white striped black shirt, instead of black striped white shirt. He seems disappointed.

"...Ben 10K doesn't fully trust his son into superhero business so he placed the Limiter and downloaded 10 aliens: **XLR8** the Kineceleran, **Stinkfly** the Lepidopterran, **Wildvine** the Florauna, **Ditto** the Splixsan, **Buzz Shock** the Nosedeenain, **Spitter** the Spheroid, **Snakepit** the Hydraptor, **Sandbox** the Sandmentasapien, **Shellhead** the giant turtle and **Toepick** the ogre of terror, who later got replaced with **Grey Matter** the Galvan. Man, I know how he felt that day... He couldn't get any actions." said Chronos as he looked away, like he's trying to forget it then he resume.

"Kenny got so upset with his father afterward and, left home, where he ran into a boy named **Devlin** , whom he quickly became friends. After the attack of **Kevin 11** , Ben's arch-rival who got mutated into a misshapen chaotic amalgam of the Omnitrix's aliens, Kenny got very angry of his father for having no faith in him when he learned that he moved the Null Void Projector without telling him."

It was nighttime and Chronos flew across the skyscraper with his boot jet as he resume talking.

"Then Kenny teamed up with Devlin to find the Null Void Projector, thinking it was broken since Kevin 11 was supposed to be in the Null Void. They found it, only for Devlin to reveal he was the mutated Osmosian they mistook Kevin for and he released the REAL Kevin, who turned out to be his father. Max Tennyson tried to stop Kevin but he was too powerful and tied up both Kenny and Max. Ben 10K arrived and encountered his old arch-rival, who revealed to have absorbed all the alien prisoners Ben 10K sealed away." explained Chronos then we felt a powerful tremor then, erupting from the ground, was the mutated Osmosian that matched Kevin 11,000 from Gwen 10K's time era. He has a Tetramand entangled in one of his Null Guardian tails then threw him across the street, smashing through the signs until he crashed on the ground. He morphed into a Petrosapien but the mutated Osmosian unleashed a sonic roar that shattered the Petrosapien's body and knocked him out cold, reverting back to Ben 10K.

"Hey, we're in the middle of a battle. Let's step back and watch." smiled Chronos as he sat on the sign and start eating some nachos. His face plate was open so he can eat. Before Kevin 11K can finish off Ben 10K, a Galvan stood before him.

"Not so fast!" he shouted as he held out his hand, telling him to stop. Suddenly he released a flash of green light and become a Spheroid, who blasted him away with a cannon of slime. Kevin 11K become surprised of the Galvan's sudden transformation then the Spheroid morphed into a Nosedeenain and zapped the highly-conductive slimes, electricuting Kevin 11K then morphed back into the boy.

"How did you manage to change it so fast?!" asked Kevin 11K in a demonic voice.

"I used Grey Matter's brain to hack the Omnitrix and remove the Limiter." answered Kenny. "No Limiter, no timing out. Instant hero switches at my command!" grinned Kenny then Kevin 11K grabbed him with his Null Guardian tentacle and held him up to his face.

"Still won't save you!" grinned Kevin 10K.

"Maybe not!" spoked a voice. We all looked up and saw Devlin 11 carrying a large object, using the Ectonurite levitation. "But I will!" he shouted as he threw the object that smacked Kevin 11K that forced him to release Kenny. It dragged him across the street and squashed him against the wall. Devlin 11 landed on the ground then ran to Kenny's side as he morphed back into his Human form, who resembled young Kevin with chomage hair style.

"I'm sorry. This isn't what it suppose to be." he apologized then Kevin 11K erupted out of the object and growled in rage. "And after I get to spent my childhood in the Null Void!" growled Devlin as he transformed into his mutated form again and charged toward his father, with Kenny following as XLR8 but Kevin 11K was too powerful that he easily took them out with 3 powerful blows. Ben 10K regain conscious and saw XLR8 morphed back into Kenny and passed out. He was shocked then grew very enraged.

"MWAH HA HA HA HA!" laughed Kevin 11K until a green light flashes and a large fist smashed him into the ground. The first belongs to a To'kustar and he was very pissed off as he continue pummel Kevin 11,000 with no mercy until he was broken and defeated. He reverted back to normal and held his son in his arms.

"I'm okay, Dad. Here, I got you something." Kenny held out another grenade and Ben 10K smiled then 43-year-old Kevin Levin tackled them with his super speed then cricked his body back to its place.

"Is that your best, Tennyson?" asked Kevin.

"Whoa, that still never cease to surprise me. I mean, that's Way Big! No wonder he created the Bi- Whoops, I'm gonna spoil." said Chronos as he "zips" his mouth shut. Then a grenade rolled up beneath his feet and Kevin's face was filled with shock. He tried to transform again but failed as the grenade sucked him inside. Devlin was standing behind the grenade and gazed at it.

"Good-bye...Dad." said Devlin. Chronos stood up and activated his time traveling device, blinding us in a bright light.

* * *

We returned back to the Dimensional Crossbridge as Chronos closed the green door.

"Cool, huh? However, that's just the possible future. It will or will not come to pass in the original timeline." Chronos said with doubts in his voice. "There are many different timeline that occurred in different possibilities. Like when Ben returned to Bellwood, instead of Vilgax and Dr. Animo, he got attacked by Prof. Paradox's arch-nemesis, Eon the Time Conqueror and Ben's secret was never revealed...yet. There is also the era where Gwen obtained the Omnitrix but later lost it and was clamped on Maxwell Tennyson, thus completing the Omnitrix's purpose. The era you just saw in the last chapter, Gwen 10,000 and Benjamin got married and gave birth to Ali Tennyson, who was 1/4 Anodite and wield her own Omnitrix that has her favorites.

Now let's check out a dimension that resembled other but different. Let's see..." Chronos faced 3 Doors that are labeled "D1", "D8" and "D9". "Heh heh... They're not in alphabetical order. I pick... Dimension 8!" smiled Chronos as he opened the door and released a blinding light.

* * *

# _Dimension 8_ #

We arrived at some green plain, where we can see a large castle at the distance. Chronos turned to face us.

"Welcome to Dimension 8. This Dimension is the Medieval version of Dimension 10. Come, I'll show you but first, some little invisibility." Chronos activated the device from his belt and his armors become covered in bending aura, causing the light to render him invisible to naked eyes. He activated his boot jet and flew off to the sky as we followed a group of knights heading to the castle in a hurry. Behind them are the horde of demon-like creatures made of green slime-like body with 3 pairs of legs and has 6 soulless red eyes.

"Whoa! **Luburio!** They are the servants of the powerful demon **Diagon**!" said Chronos. The camera switched to the villages where everyone saw the demons and panicked as the Knights returned and one of them called out.

"My King, Diagon's minions are approaching the city! We tried to stop them but they were too strong for us!" yelled one of the knights. A golden knight arrived with a beautiful grey-skinned woman who resembled Raven from _Teen Titan_ , dressed in a queen garb and she's 5 months pregnant. The golden knight has a red robe, a crown on his helmet and has an Omnitrix symbol on left gauntlet.

"No need for shame, noble knights. Raise the bridge and mounted the defense, in case they manage to get by me." answered the golden knight.

"At once, **King Tennyson!** " saulted the knights as they get off their horses and head for the wall to armed the catapults and crossbows. The queen stood in front of the King with a confident smile.

"Be safe, my King." she smiled in a emo-like tone.

"Do not worry, **Raven.** One day, Diagon will show himself and I will smite him, so our daughter shall grow in peace." smiled King Tennyson as he placed his finger and thumb on her chin, stroking it gently.

"That is the alternate version of Ben 10,000. He was a regular farm boy who lived with his widowed mother until the day when the Omnitrix appeared within the ruined castle of King Arthur. Since it was shaped like a gauntlet of an armor, many Knights tried to wear it but it refused to stay on until Benjamin wore it. It accepted him and clamped on his arm. Just like the Excalibur, they crowned him as the new King of Camelot and called the Omnitrix the **Gauntlet of Power**." explained Chronos as King Tennyson stepped out of the kingdom wall and saw the approaching demons. He held up his left arm, grabbed the ring dial and tilted it, causing the hourglass symbol to changed into diamond shape and a Kineceleran icon appear. The core popped up and he pressed it down, causing his body to glowed golden-green. "And he's transforming now." he said with glee.

King Tennyson's body shapeshifted into the form of Kineceleran with his armor reconfigured to fit on his body. Only his tail, claws and orb has no armors and the Omnitrix symbol was placed on his chest.

"For Camelot!" shouted the Kineceleran as he dashed off at hypersonic speed. The Luburios start screeching as they saw a golden blur heading toward them and start firing their crimson red beams from their souless eyes. The blur instantly evaded the attacks and tackled one of Luburio down. He stumbled over and squealed in pain. Then more surrounded the Kineceleran so he quickly dashed toward the second one and rapidly kicked the Luburio's face with his legs then ran around it at intense velocity, creating a tornado that propelled it up then smacked it away with his tail. One Luburio pounced on the Kineceleran but he suddenly released a flash of golden-green light then emerged as a tall, muscular knight with 4 fingers, two front toes, grew an extra pair of arms and wore the Omnitrix symbol on his left shoulder. Judging from the arm count and the second arms has red skin, he transformed into a Tetramand.

"Get off, you foul demon!" growled the Tetramand as he lifted up the Luburio and slammed his knee against its back, killing it instantly. 5 Luburios charged toward him but he clapped his hands hard and unleashed a powerful shockwave that blew them away. Then he morphed into an adult Pyronite with mini-volcanos on his shoulders then thrusted his hand at the Luburios, discharging and blasting them into ashes with his heat ray.

"That's all of them. Wait a minute... Aren't there 10?!" asked the Pyronite. He turned around and saw 5 Luburios attacking the castle. The Knights succeeded of killing 4 Luburios but one of them broke into the castle. "Raven!" gasped the Pyronite as he morphed into a Necrofiggian, dressed in the golden knight armor. He spread out his wings and flew his way toward the castle.

Inside the castle, a Luburio smashed through the door and start hissing as it sniffed around for its target. Then it spotted Raven, who cowered behind the table and held a shield.

" _HiSsSsSs... R-RaAavVen!_ " hissed the Luburio in a demonic moaning voice as it blasted her shield away with its eye beam. It smashed the table apart and tossed it aside as it lashed out tentacles to impaled her forehead but then moved to her belly. She grew wide-eyed then glared viciously as her eyes glowed pure white. Suddenly a black Mana-like energy field appeared and formed a shield, snapped the tentacles off. " _GRrAaAgGhH!_ " screamed the Luburio.

" **Keep your diabolical tentacles away from my unborn child!** " shouted Raven in her reverberating voice. Then she raised her hands, which it was covered in black energy aura and began to chant. " **Azareth Metrion Zinthos!** " She thrusted her hands and fired a powerful black energy beam, blasting the Luburio extra-hard then crashed against the wall. It stood up and charged toward her again. She chanted harder and fired again then, in slow-motion, a cold vapor blasted the Luburio freezing it solid then it got shattered to pieces by Raven's attack. Raven start panting in rage as her hands still emanating black aura then a blue intangible being appeared before her and become solid. It was a Necrofiggian then morphed back into King Tennyson.

"Raven, calm down. There are no more Luburio demons." said King Tennyson as he pulled up his visor, revealing his face. Raven calmed down and her eyes stopped glowing. She hugged King Tennyson and cuddled him gently.

"The queen he's with was the alternate counterpart of a Demon-Hybrid named Raven. She was known as the Emotionless Witch until King Tennyson saved her from her evil father by using a Celestialsapien. They fell in love afterward and got married. Wanna see a dimension where neither Ben nor Gwen obtained the Omnitrix? Cool!" smiled Chronos as another light blinded us.

* * *

We're back at the Dimensional Crossbridge as Chronos closed the door then Prof. Paradox appeared and held out a brown bag.

"Gumball, Young Spanner?" asked Prof. Paradox.

"Ah, Prof. Paradox sir!" Chronos saluted him then picked a gumball. "Thank you." he said as he open his faceplate and threw the gumball in his mouth.

"What were you doing, Spanner?" asked Prof. Paradox.

"Oh, I'm just showing the Readers the Dimensional Crossbridge and the differences of alternate time eras and dimensional era." answered Chronos.

"Ah, very good. Proceed, I am needed elsewhere." smiled Prof. Paradox then he disappeared in the instant after we blinked.

"He's very quick. Let me tell you a little bit about Prof. Paradox. Before he become an immortal Inter-dimensional Time Traveler, he was an ordinary professor from the 50's. Along with his assistance, **Hobart** , they were attempted to create a time machine but the machine released a powerful time energy surge that sucked Professor into this place while turning his partner into a living time energy beast that destroyed anything he touched. Although he prevented his partner from being mutated, he remained within the time bridge, traveling without end. He became immortal that he doesn't need foods, water or sleep. However, he was bounded by the same rules all time travelers took the oath for such as never bring the past and future selves together unless he has a good reason for it and the Celestialsapiens has forbidden Prof. Paradox to stand not even 200 eons near the Celestialsapien or their personalities." explained Chronos. "Okay, let's go to my favorite dimension." we headed for a door tha has Japanese themes on it and it has the face of Ishiyama. he opened it and we were engulfed by another bright light.

* * *

As the light faded, we found ourselves in the Sumo World. Chronos looked at the fourth wall and waved "hi"

"Welcome to Sumo World. This is the 28th Dimension where the video-game takes over the world. Don't ask me how." said Chronos. Then we moved down to find a group of Japanese villagers walking around in peace, buying foods, chatting and enjoying their lives. "It's kinda like Scoot Pilgrim vs. the World. See?" Chronos pointed at the teenager who was eating some meat buns. As he ate, an empty energy bar appeared above him with the word "Hunger". Each bites filled up the bar by 4. Once he's full, the bar was filled up then vanished. We then saw a Japanese girl who was winching around nervously, having her knees locked together and her face turned red. She then squealed in panicked and head into the booth after it was free. A full yellow bar appeared with the word "Pee" then it depleted very rapidly until it was empty then the bar vanished as the girl stepped out of the booth and sighed in relieve.

"It's a little awkward at some point but kinda cool. The Sumo World was very peaceful but Kenko and the Warlords of Darkness attacked time to time but stopped by Ishiyama. Ishiyama now had a daughter who was trying to prove herself worthy of being the Sumo Warrior like her father. She has the Omnitrix of this Dimension, which Ishiyama gave it to her to prove herself worthy. Let's sit back and watch how she goes... Right from the very beginning; at Dragon Town." Chronos flew up to the sky then the camera start rewinding 4 years ago until it stopped at the Dragon High School. The camera moved inside and arrived in front of the Headmaster's door then panned its focus to the right, where we found two female teens. One is a Japanese girl with ebony hair tied in a pony tail and has a large bang that barely covered her right eye and next to her was another Japanese girl with short blonde hair. They wore the colorful dojo uniform that matched the school's; red, orange and yellow with the dragon logo. Then two word box appeared above their head.

* * *

 **Lisa Miller**

 **Age: 16-year-old**

 **Hobbie: Reading Mangas**

 **Facts: Known to be a little bossy on boys.**

* * *

"What are you in for?" asked the blonde girl.

* * *

 **Julie Yamamoto**

 **Age: 16-year-old**

 **Hobbie: Studying the Sumo Warrior Legend**

 **Facts: She wield a powerful shapeshifting gauntlet but never use it for I don't know heck!**

* * *

"I got into a fight. An awesome fight!" grinned the ebony girl, who has bruises on her face and two blacked eyes. She was resting her hands on her cheeks while placing her elbows on her knees.

"Did you win?" asked Lisa with a smile.

"Uhhhhh... No. Not really." said Julie.

"Well, at least you're honest. You new?" asked Lisa as she sat upright.

"Yeah." she answered.

"Me too. I'm Lisa." she waved her hand as a greeting.

"Julie Yamamoto." she introduced herself.

"The daughter of Ishiyama? Cool, how long you've been here?" asked Lisa.

"15 minutes." she replied.

"And you already got beaten up? Nice move and so awesome! We should be friends!" smiled Lisa with a joy.

"Yeah?" asked Julie, who was happy now.

* * *

After their meeting with the Headmaster, Julie went to her home room class, which it was the study of chemistry and potions. The teacher read the paper and called out to Julie.

"New student? Okay, you're with Logan." he said. Julie walked down the classroom and found a black-haired boy who was a Canadian with his hairs stood up to form two spiked horn-like hair. He have a serious look on his face and grim look in his eyes. Julie sat down and placed her bag on the table. She smiled and greet at her partner.

"Hi, what are we doing?" she asked.

"Some annoying girl who thinks she is so delicate and ran off to fix her stupid fingernail while I have to all the works." he replied emotionless.

"Uh... Nice to meet you. I'm Julie." smiled Julie.

"Pleasure all mine, bub." he replied after he shook her hand. After school, we found Julie and Lisa's room at the apartments, where the roommates are practicing their guitars.

"Why do you want to start a band? I mean, obviously, I sucked at guitar." Julie wondered as she sat on her bed with her guitar while Lisa sat on her egg-shaped chair with her electric guitar.

"Julie, if we had a band, we will be cool, even if we suck! It was transact to our class status or whatever and automatically be cool." she answered as she start strumming the guitar.

"Our class status?" asked Julie.

"You know how I'm not a goth and you're not a Sumo Warrior?" she asked.

"I am so a Sumo Warrior, just I can't get the chance to prove it or use this stupid thing." she complained as she show her brown Omnitrix then resume strumming her guitar.

"Anyway, They have these, you know, the Lunchapalooza. Everyone goes. We'll be famous. Beside, we owns instruments." said Lisa as Julie strummed her guitar faster than one of the cords snapped and almost hit her eye.

"What about...well... There's only two of us." she pointed out.

"Drums will defiantly help." she said. We moved to the next scene where everyone are at the theater room, watching and hearing the Canadian played the bands.

"Hey, that dude. That's the guy from my chemistry class." said Julie as she noticed Logan playing the drums.

"Which one? There are like a zillion boys there and a few girls." Lisa shrugged.

"The one on the drums. He really good at it." she answered.

"Yes, he is nailing those drums with those sticks. Too bad Merlina can't play." she nodded. Then the scene switched to the scene where Julie and Lisa are resting under the blossomed flower tree.

"I think I liked him." said Julie.

"Who?" Lisa asked.

"Logan." she answered.

"You like 'like' him?! You hardly even know him!" she said, surprised.

"I-I mean I like him to join our bands." she corrected herself.

"Did you asked him yet?" asked Lisa.

"I'll ask him on Monday." she answered.

* * *

 **MONDAY**

Julie was strolling toward the Dragon High, whistling a classic Japanese song while ignoring a unconcious student nearby.

"JULIE!" Lisa called out, making Julie stopped whistling and open her eyes. She saw Lisa and a Raven-look alike, **Merlina** , approached her. "OH MY GOD! THE STRIDER NINJA GIRLS! OH MY GOD!" panicked Lisa.

"They came and beat everyone up!" exclaimed Merlina in a cheerful but goth tone, with a little scared tone. Julie looked around and saw all the boys are beaten up very badly, including the girls. They can barely stand up.

"Wow, what a great day to miss the bus!" smiled Julie.

"Julie, they kidnapped Logan!" add Lisa.

"#*&! *&*! %! *#!" Julie swears multiple times as the censored swore words leapt out of her mouth.

* * *

 **Cyber Ninja School v.3**

 **The Strider Ninja Girls' Turf!**

We can see a large dojo where the ninja girls lived then we zoomed to find Julie battling a horde of ninja girls.

"Jade! I'm here! Show me your *******!" shouted Julie as she easily evaded the ninja's swift attacks then flawlessly jabbed them down then did a backflip, headlock one girl with her legs and slammed her against her allies but they all dog-piled on her and start beating her up. "Now or never time!" growled Julie as she activated her Omnitrix, the core popped up and displayed the Tetramand icon. She pressed it down and released a surge of brown light. The dog-piled exploded and all the girls went flying as Julie emerged as a female Tetramand with brown eyes and was dressed in a black samurai armor with metal helmet where the symbol was located.

"RAH!" snarled **Four Arms** then she grabbed the last one and slammed her against the wall. "Where is she? Where is **Jade**?" growled Four Arms.

"S-She's on the roof!" groaned the ninja girl then Four Arms tossed her aside and leapt through the ceiling and reach the roof after boring 2 ceilings. She land on the roof as the sky grew very dark and started to rain with lightning and thunders.

"Logan! Let him go, Jade. I have defeated all of your evil bosses! You're finished." frowned Four Arms.

"Took you long enough." smirked the leader, who resembled Strider Hiryu but female. Behind her was Logan, pinned on the wall and was unable to break free.

"Julie? Oh, how the man race has fallen. After this, I'm gonna drown myself in the bar." groaned Logan as he was a bit ashamed and embarrassed.

"Ha ha! Is this the best Dragon High can mustered?" chuckled Jade.

"That's not what your parents said when you were born!" snarled Four Arms. The lightning strikes the sky and flashes several time then Four Arms immediately land the first blow against Jade's face. She counter with her swift sword strikes, which Four Arms managed to barely withstand it with her tough skin and durability then Jade pulled out her chain sickle, tossed it and wrapped around Four Arms neck, choking her. Four Arms then grabbed the chain and threw her aside. They start countering each other, blow after blow until Four Arms slammed her fists against her face. It nailed her so hard that the word "Brutal" appeared in the background, along with the voice. She then kneel down in defeat.

"Mercy... Please, don't kill me." she begged. Four Arms just frown then the camera zoomed out of the building and view it from the foreground. The word "Kick" appeared as Jade went flying out of the roof and crashed into the forest. We zoomed back in where Four Arms freed Logan then timed out.

"This is so embarrassing. Originally, and usually, the men are the one who should be rescuing damsel in distress, not the other way around." complained Logan.

"Sometime, the rules changes, Logan." Julie said.

"Meh. Guess you're right. Didn't know you were very strong. I like that about you and, if I known it already, we should've gone out dating." smiled Logan as he held Julie's hand.

"Logan, wanna play drums in our band?" asked Julie.

"Sure. I'll be glad to. And do you want to train with me?" he asked.

"Yes, Logan. Oh, yes." she said then they shared a deep passion kiss.

And so... Julie, Logan, Merlina and Lisa became Best Friend Forever (JulieXLogan, BTW) and hang out everyday and rehearse their song for the big concert. Logan and Julie went on a movie date then Julie placed the poster that read " _Sonic & Knuckles_ Lunchapalooza, Thursday, Noon". Julie and Logan shared their kiss under the rain then, at Thursday, they played the band and it was unknown if it was successful or not. Then...came a sad day.

"You're moving to Toronto?!" asked Julie in shock and Logan just gazed at the grass sadly. In the next day, Logan and his family took the jet plane and head back to Canada, with Logan gazing through the window to get one last look at Julie. She watched the plane took off in sadness then turned away and walked down the street, not wanting to look back. Then Chronos appeared on the screen.

"Okay, now fast-forwarding..." He pressed the button on his belt and the scene start accelerating. "Okay...no, not there... Oh, a Sumo Slammer battle...no, never heard of it... AH! Here we are." smiled Chronos as he stopped fast-forwarding and we found ourselves at the Sumo City street, where 22-year-old Julie was running down the street in a hurry. She has graduated from high school and college now and she cutted her hair short, wore the same clothes as Tifa but bronze/jade-green and has a Bo-Bomb icon on her earrings.

"Oh, man! I am so late, late, late, LATE!" panicked Julie as she run as fast as she can. "Two minutes before rehearsal time! I'll never make it! Unless..." She held up her Omnitrix, grabbed the ring dial and start rotating it. It scrolled passed the Tetramand icon until it arrived at the icon of an anthropomorphic hedgehog. The core popped up and she slammed it down, becoming an embodiment of yellow energy. She shapeshifted into a female ebony Mobian Hedgehog with her quills resembling her short Japanese hairstyle, has brown eyes and wore the same clothes as before but wore the Omnitrix symbol on her bellybutton.

"Oh yeah! Eat my Figure 8!" grinned Mobian Hedgehog as she accelerated her feet at hypersonic speed, becoming bronze blur in the form of a Figure 8 then she dashed off at tremendous speed, leaving a trail of fire in her wake.

* * *

Meanwhile, 22-year-old Lisa was waiting impatiently for Julie. With her are Merlina, who's now aged 21 and wore Raven's attires, and their new member Marcus, who resembled Marcus Damon from _Digimon Data Squad_ but short-haired and has a wristwatch with the _Teen Titan_ theme.

"Where is she? The **Sex Bo-Bomb** won't win the next concert this Friday if she doesn't show up to practice." sighed Lisa.

"If she show up in her Animal Form instead of taking the cab, I'll shoot myself." said Merlina in a emo tone.

"Why are you here, Knives?" asked Marcus as he stares at the Japanese girl who has ebony hair but long, wore a black ninja _gi_ and carried a lot of knives on her shoulder-belts, waist belts and back.

"Come on, I'm here to support my favorite sister-bonded pal ever! Plus, I had to escape from Cooper since he never stopped chasing after Julie like a puppy." answered **Knives** **Chau**.

"Yeah, and he was, what, 16?" asked Merina.

"18." Lisa corrected her. Then they heard a sonic boom and the door swung open as Mobian Hedgehog entered the room just in time for her to timed out.

"Made it!" cheered Julie as she faced her friends with a big Pinkie Pie-styled smile. Merina closed her hand, leaving her index and middle fingers out as well as the thumb, gesturing it as a gun. She placed her fingers at the right side of her head then lower her thumb. She immediatly tilted her head sideway as the "gun" fired and the word "BLAM!" appeared on the left side of her head then she dropped herself on her drum seat and the word "Dead" float above her.

"Do you have to use your Power Gauntlet instead of taking a cab?" asked Lisa.

"I'm going to be two minute late so **Quickster** is the fastest girl in my list." she answered. "Now stop mobbing around like the zombies and let's start rehearing." smiled Julie as she grabbed her guitar then a teen entered the room. He's blonde and his clothes are American; black T-shirt with a happy face, has black eyes and carried his laptop in his bag.

"Oh, good. I didn't miss it." he smiled.

"Ugh! **Cooper?!** How did you know where we are?!" groaned Julie.

"I followed Knives." he answered. They all glared at Knives, who was slurping banana-strawberry smoothie.

"I thought I was stealth enough!" she whined.

"Anyway... It doesn't matter so take a seat and be quiet!" frowned Julie. Cooper nodded and sat next to Knives as they began their rehearse. Julie and Lisa are on guitars, Merina can now play drums and Marcus play keyboard. Them they began the music...

Few minutes later...

"Okay... We suck!" yelled Julie and they all nodded but Cooper stood up and start clapping his hands with excitement.

"That was incredible! The music was the bomb! The keyboard was tone very great and the drums has a great rhyme beats and Julie, your voice was so beautiful." said Cooper as his eyes are filled with glee and Julie glanced at Lisa, open her mouth and pretend to poke her mouth with her finger while making a gagging sound while Lisa chuckled softly. "No wonder the band was called _Sex Bo-Bomb_!" cheered Cooper.

"Cooper's right! You guys are awesome!" smiled Knives as she gave a double-thumbs up.

"If Knives said so, then we might just win this concert." smiled Julie.

"Alright! Smoothies on me!" cheered Merlina.

"I hate smoothies." groaned Marcus.

* * *

After hanging at the smoothie stores, Julie went the Japanese archive to find some scrolls about the ways of the Sumo Warriors.

"Okay, gotta focus. Must find the scroll about the Art of Sumo." muttered Julie as she start searching around then Cooper arrived.

" _Oy_ , Julie- _Chan_!" greeted Cooper. Julie turned around and saw him then groaned in annoyance.

"Cooper what are you doing here? And don't _oy_ or _Chan_ me, you're not Japanese." asked Julie.

"I was wondering when the Sex Bo-Bomb have another rehearsal?" asked Cooper

"Cooper. We sucked, okay? I'm not good with guitar and the name ' **Sexy Bo-Bomb** ' sounds very wack, as the American say." explained Julie.

"No! You were great and the name was awesome! You were beautiful..." sighed Cooper.

"Cooper, stop that! You and I can't be together. I'm 22, you're 18." explained Julie with a frown and a slight blush on her cheek but it's unknown if that's the blush of love or anger.

"Age doesn't matter. It's love that counts." smiled Cooper as he blushed.

"Can I be alone for 2 or 10 hours?!" asked Julie in a fastpace tone. He just smiled, shrugged when he said "sure" then left. He stopped at the door, turned around and gazed at Julie.

"See ya, beautiful." he said as he gave a "wink & kiss". Game logic, a heart appeared with the writing that said "K+J Forever" and Julie instantly fainted anime-style with a WTF? expression on her face. After Cooper left and Julie recovered from shock, she resumed her search until she bumped into an American boy who resembled Ben in his Sumo Warrior attires and the scrolls went flying from the crash. Julie recovered and rubbed her head in pain.

"Owww..." whined Julie then saw many scrolls laying around and the boy was recovering. "Oh, sorry sorry sorry! So sorry, I didn't watch my surrounding! Let me help you with those!" said Julie as she helped him to pick up the scrolls then, when she grabbed the last scroll, the boy's hand touched her accidentally. They looked up and gazed at each other in shock. Julie's cheek turned bright pink and her heart start beating faster.

"Uh...h-h-hi?" squeaked Julie.

"Hi." said the boy then he noticed the Omnitrix. "Nice gauntlet." When he said that, she snapped out of it and pulled her hand back then hid her arm.

"M-My father gave it to me... To prove I am worthy of...being a...S-S-Su..." stuttered Julie.

"Sumo? Or Sumo Warrior?" asked the boy.

"Sumo Warrior..." nodded Julie.

"Then you're Ishiyama's daughter. That's cool. Oh, here's the Art of Sumo Warrior you're looking for." said the boy as he gave her the scroll with a golden label. He stood up, stroked her hair lovely then walked away while Julie blushed more. Suddenly it hit her.

"Hey, how did you-" when she turned around, he's gone. She remained doubtful about him but there's something in her heart that kept beating.

* * *

"So did you catch his name?" asked Margie as they hang out at the rooftops.

"No... He disappeared before I can ask him." sighed Julie as she sipped her green tea.

"He just disappear like that?" asked Lisa as she snapped her finger.

"Hmm-mmm." nodded Julie.

"What does he looks like?" asked Marcus.

"He has a chomage hair style, emerald-green eyes and looks like an American." answered Julie.

"American?! Then that's **Warrior Tennyson**. He was the mysterious warrior who helped Ishiyama to stop Kenko with his own mysterious powers." said Marcus.

"Why he was so mysterious, Marcus?" asked Julie.

"Because, aside from his name, no one knows anything about him. His height, weight, favorites, dislikes, stats, heck! Even his age are unknown." explained Marcus.

"I'm in love with a mysterious warrior... Wow..." said Julie softly. They stood up and start traveling across the rooftop with acrobatic skills. "Does anyone know where he lives?" she asked as she somersault over the pole.

"A few but he really kept it secret. But he does hang around a lot at the arcade hall and works at the _Samurai Café_." answered Margie.

"Then let's head over there now!" smiled Julie. They start running down the street as the camera panned up and we watched several dragons flying across the sky then everything went white and we arrived back at the Dimensional Crossbridge. Chronos stepped in and gazed at us.

"Sorry to cut this short but the tour is over. You should all be heading back home but don't worry, you'll remember all of this, except...you'll think this is a dream." smiled Chronos as he held up a device and released a burst of bright light, blinding us all then everything went black.

* * *

 **Richard: The event I wrote prior to _Ben 10,000_ is what I thought it must've happen, using the idea that No-Watch's Max lost his arm from Vilgax and Ben 10K marrying Kai instead of Julie (I wasn't thrill how Omniverse ended their relationship like that).**

 **I speculated that Ben must've used Atomix on Vilgax as his corpse looks like he got struck by a kinetic energy blast, and Atomix is the second strongest form before Alien X.**

 **As for King Tennyson, he was re-made into Benjamin the Golden Knight, and that his transformations are dragon version of the aliens, instead of aliens equipped with Ascalon armor.**

 **For Julie 10, I'll explain more on the re-make in the semi-finale of Season 2.**


	15. Chapter 15

**Chapter 15: Ben 14's Path To The Power**

 **Richard: So why I changed the code-name from Ben 14 to Impact? Well…**

 **Similar to Hero Core, I need to give Ben some alter ago to conceal his identity. Instead of giving him a Copytrix early, I gave him the Ancient Eye that grants him battle armor of arch-mage. He later lose it to Madam Death but retains the armors since his Spark was activated.**

 **The reason I chose Impact was sort of a pay-back method on the author of _Arsenal_ named Trey Crewe. We used to be writing partners until an incident cause me to see Trey's rude side and he revealed that he was been using me from the start.**

 **As sort of payback, I "stole" the code-name "Impact" from his version of Firestorm (Ben and Gwen merged to become a powerful entity, with Gwen as the guide) and the part of Ben having Super Saiyan-esque form from Daedric Oozaru is a direct reference to Arsenal, who is a Saiyan hybrid.**

 **To this day, I am still sour against Trey Crewe and I don't know whether or not we will ever come to term of peace, especially since mshake09 provoked him with his fan-boy defense.**

 **Personally, when comparing this to Arsenal, his story is superior to mine but when compared with _Gwen 10 the Series_ , I have conjure more original villains while he just re-used villains from Ben 10, Marvel and Dragon Ball.**

 **In this old story, he lends me some of his aliens but after our disconnection, I replaced some of the aliens with the new ones I got permission from _Insane-Mane_ : Stealthstrike the Youtja, Insectoid the Xenomorph, Tidal Wave (forgot the species name) and Parasite the Symbiote. The only alien I kept was Bio-Hazard the Nanonite but it's because I re-design it and made more robotic description.**

 **Now, the idea of Gwen being bisexual DOES NOT come from Trey Crewe. It was _ThatChronicKid_ and _Kabutoon_ who suggested to make Gwen officially bisexual in my story. And she's attracted with Simone Nesmith, the OC daughter of Captain Nemesis, and Zachery Harman, the OC of _ThatChronicKid_ , so don't expect or think I will add Kai Green as a lesbian.**

 **No! I may be a jerk sometime and sometime make payback methods but I don't go that far!**

 **Now the idea of Ben being shipped with Looma was actually my favorite because after Ben accidentally got himself engaged (due of Kevin withholding the information about Tetramand's mating tradition), Looma acts so adorable when she acts all flirty and seductive with Ben.**

 **I was hoping Ben would've accept her rather then force-shipped with Ester (just because the voice actors are married) and poorly shipped with Kai Green (seriously, Kai's character is so underdeveloped).**

 **I personally ship the Benooma and I wish there's more fan-arts about them aside from the sexual ones.**

 **Anyway, enjoy.**

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- Wildcat the Felinesapien

#2- Four Arms the Tetramand

 ** _Fighting all evil from Earth or space!_**

#3- Grey Matter the Galvan

#4- XLR8 the Kineceleran

 ** _She'll never stop until she makes them pay!_**

#5- Diamondhead the Petrosapien

#6- Upgrade the Galvanic Mechamorph

#7- Mermaid the Piscciss Volann

 ** _'Cause she is the baddest girl who save the day!_**

#8- Needle Mouse the Hedgesapien

#9- Firefly the Pyrofiggian

#10- Heatblast the Pyronite

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

A week had passed since the _Gwen 10,000_ event and Ben decided the accept Grandma Verdona's offer early. After telling her that, both Verdona and Max were forced to reveal the whole truth to Ben's parents, **Carl and Sandra Tennyson** , so they will know Ben's departures. While Sandra was shocked and confused, Carl was calm because he already knew his father was a PLUMBER and his mother was an alien. He accepted his mother's permission to take Ben with her. After Ben packed several foods, clothes and his Sumo Slammer collection, everyone gathered to see Ben's departures.

"OH, BEN! DON'T GO! I WANT TO SEE YOU GROW UP! YOU'RE MY LITTLE BABY!" cried Sandra as she hugged her son.

"Mom! I am not a baby anymore. I must go with Grandma so I can master my powers and used them for good. Don't worry, I'll keep studying while I'm away and I'll send e-mail when I can." smiled Ben while blushing about his mother's outburst of sadness.

"See you soon, son." smiled Carl as he hugged his son.

"Good luck, kiddo." smiled Grandpa Max. Ben nodded then walked up to Gwen and Kevin.

"Take care of yourself, doofus." grinned Gwen.

"Hey, I have Mana and Copytrix on my side. I'll be alright." smiled Ben. Kevin approached him and held out his arms to give him a hug while Ben held out his hand to handshake. Ben noticed that and smiled as he held out his arms for a hug but Kevin held out his hand to handshake. They both chuckle as they gave a bro fist.

"Don't do what I do, Tennyson!" smirked Kevin as he grabbed Ben in a headlock and gave him a friendly noogie. Ben chuckled as he separated from him.

"You bet!" smiled Ben. Then Kevin began to think it over as he placed his finger on his chin.

"Better yet, don't do what you usually do."

"..." Ben frowned.

Gwen suddenly hugged Ben and shed a tear from her eye. She break the hug and said one thing that Ben will never forget.

"Ben, even if I insulted you, messed up your clothes, or when I blamed you every now and then, I always love you, okay? You're the best cousin I ever had!" smiled Gwen. Ben was surprised and his eyes widen by her words. He gazed down then face her with a cocky grin.

"I loved you too, Gwen. Even if I called you geek, beat me at Sumo Slammer, or punched me when I make fun of your big Firefly butt." smiled Ben. The cousins shared their big hugs one more time then Ben walked to his Grandma Verdona's side. "Oh, and Kevin?" he asked.

"Yeah?" asked Kevin.

"Watch over Gwen for me." he said. Kevin nodded and gave a thumb-up. Ben transformed into his Anodite form then waved at his family. "Good-bye, everyone." he said.

" _I mustn't cry... I mustn't cry... WAAAAAHH AH AH AH!_ " cried Omni as the face plate start beeping with sky-blue light rapidly.

"Let's go." said Ben.

"And awaaaaay we go! HA HA!" laughed Verdona childishly as she swung her hand up and they disappeared in a flash of light.

"Good-bye, Ben." muttered Gwen.

* * *

The Anodites arrived in the city of Planet Khoros and Ben looked around in awe.

"Is this Planet Anodyne?" asked Ben.

"No, Kiddo. This is Planet Khoros, home of the Tetramand." answered Verdona.

"Tetra Arms' home planet?! COOL!" piped Ben.

"Come along. We need to test your Anodite powers a bit. First test out your new aliens then go Anodite for your final opponent." explained Verdona.

"That's cool!" smiled Ben as he followed his Grandmother. He looked around in awe as several Tetramand locals are shopping for foods, material, etc. He even saw a Tetramand builting an engine unit and a Tetramand boy was carrying a large meat with his mother. He looked ahead and saw a large tournament arena. He can hear a lot of cheering from that building as the suns shined over the buildings. They entered the arena and arrived at the audience seats. They were cheering to their warriors who were battling the warriors from neighborhood planet-like moons; the blue Tetramand from the ice moon and the green Tetramand from the forest moon. Verdona lead Ben to the throne seat where Warlord Gar was watching the battle.

"Helloooo there, Gar! How are you?" chimed Verdona in a childish tone, making Ben laugh quietly. Warlord Gar turn his head and saw Verdona and Ben.

"Hmm? Verdona Tennyson? Is that you?" he asked.

"That's me! I have come here to ask you if my grandson can participate the tournament?" asked Verdona.

"I don't know. He doesn't look like a warrior." muttered Warlord Gar.

"Appearance doesn't make a warrior, it's the strength of your heart and courage!" smiled Ben.

"Ah, he got fighting spirit. Ha! Yes, he will participate." chuckled Warlord Gar. He snapped his fingers and two Tetramand gave Ben some armors. Ben did an amazing somersault and landed in the middle of the ring. All the Tetramands stopped their battle and saw Ben.

"Begin!" order Warlord Gar.

"RAAAAAAGHH!" yelled the Tetramand as they charged toward him. Ben quickly dial the following codes; Arburian Pelarota, Pyronite, Floruna, Tetramand.

" _*BEEP* Master Control activated!_ " beeped the Copytrix.

"Okay!" grinned Ben as he released a teal light then emerged as a Arburian Pelarota.

" **Cannonbolt!** " shouted Cannonbolt as he curled into an armored sphere and spin dash toward the Tetramand. He bashed them all away then turn and tackled the green Tetramand. The latter stands his ground and caught him but the speed and strength was too much that Cannonbolt slammed him against the wall. He bounced back then morphed back as Ben (Anodite) then start flying around the arena, taunting the Tetramands to hit.

"Wahoo! Ha ha! Alright! Come on!" laughed Ben as he evaded every single attacks from the Tetramand. Then Ben flew up, somersault and released a teal light. He landed on the arena as a black armored alien with white plugs around his body that act as power cords, his eyes are green and wore the Copytrix symbol on his forehead.

" **Jumpstart!** Ooh, another electrical alien! Wicked!" grinned Jumpstart as he slammed his fists together, amping his electricity then thrusted his hands and blasted them with a surge of electricity.

"GAAAAAAAH!" exclaimed the Tetramand warriors as they got electricuted, then turned charcoal black and fainted. More Tetramands appeared behind Jumpstart and they slammed the rocks on him.

"Ben!" gasped Verdona. Suddenly there was a powerful tremor then the rocks exploded as a massive yellow/dark grey, bulked armored alien emerged. He has two large turbine-like arms that have pressure pumps, four metal claws, wore a helmet with his green eyes visible and has the ears and tail of a armadillo. He wore the Copytrix symbol on his chest.

" **Armodrillo!** " boomed the alien. The blue Tetramand charged in and threw a punch but Armodrillo swatted him aside then he swatted the red Tetramand, grabbed the green one and activated his pumps, generating a powerful push that sent him flying. "Break it up, Tetramand!" boomed Armodrillo then he got strucked by a boulder.

"Better yet, let _me_ break it up for you!" Armodrillo slammed his hand against the ground, activated his pumps which makes a jack hammer sound, and generated a powerful shockwave that knocked all the Tetramands aside and smashed the green bulked Tetramand against the wall. Armodrillo looked around himself and see all of his opponents are defeated then he quickly morphed into a different form when the last Tetramand swung his battle-axe and ducked down. He became a male Conductoid with black skin, white stripes that goes from the start of his neck to the start of his legs, has only two antennas and wore the Copytrix symbol on his chest.

"Nice try, buddy! But nobody can beat my favorite alien of all, **Feedback!** " grinned the male Conductoid as he sweep kicked him off his feet then lasso his arms with his antennas and hammer tossed across the arena. "Batter up!" grinned Feedback as he created a lightning ball, lend back as if he's playing baseball and threw the lightning ball at the Tetramand, pushing him further and smashed him against the wall.

"Yes! He shoots, he scores! Give it up to Ben 14!" cheered Feedback as he did his victory pose then morphed back into Ben (Anodite).

"YAY! WAY TO GO, BENNY!" cheered Verdona.

"A male Anodite who can shapeshifted into an Arburian Pelarota, a Talpaedan and a Conductoid. Very interesting." smiled Warlord Gar in a amusing way as he snapped his finger. The gate opened up and emerged a giant monster with four tusks four eyes and was bounded in chains.

"Whoa!" gasped Ben at the sight of that beast.

"This is the beast of our home planet. Let's see if you can defeat him." grinned Warlord Gar.

"GRAAAR!" roared the **Khoros Beast** as he snapped free and charged toward Ben. Ben quickly morphed into a new alien. He was covered in powerful red armor, his hands has sharp metal claws and a hole on each palms, his face become armored with two dreadlocks, a metal hood, has crustacean legs on his torso/waist, two green eyes on his chest, multiple nozzles on his shoulders and arms, has two pair of dash-like green eyes and wore the Copytrix symbol on his chest.

" **Waterhazard!** Huh?" Waterhazard looked at his hand and, before he knew it, he got rammed against the wall. "Ah... That's...gonna leave a mark!" groan Waterhazard with his voice sounds like he was gargling water. The Khoros Beast grabbed Waterhazard with his jaws and threw him acrossed the arena but Waterhazard backflipped and land on his feet. When the Khoros Beast began his charge, Waterhazard thrusted his hands down and fired two high-pressured water cannons, turning the solid dirt into mud. The mud was slowing down the beast's speed then fell into the mud until the mud reached over his shoulders. Another flash of teal light appear and Waterhazard emerged as a male Pyronite.

" **Novablast!** " shouted the Pyronite. He lend his head back then belched a blast of lava acrossed the ground, turning the mud into fortified stones, trapping the beast while burning him alive. Novablast morphed into a Polar Manzardill.

" **Articguana!** " shouted the Polar Manzardill then he breathed a powerful ice beam and completely frozen the beast and the ground around him. Then he morphed into a new alien. He become an embodiment of radioactive energy with two green eyes, wore black/white wrestling shorts, some braces on his torso, arms and legs & has the Copytrix on his belt then he got sealed into a containment armor that have bulked physique, tough durability, has three visors and wore the Copytrix symbol on his torso.

" **NRG!** Ha ha! This is C-O-O-L!" laughed NRG in Russian accent then fired his radioactive beam from his visor and shattered the Khoros Beast into pieces. Everyone gasped in awe then applauded and cheered to NRG, who morphed back into Ben (Anodite) and he bowed to them.

"That's right! I am awesome!" smiled Ben.

"That...was...AMAZING!" squealed Verdona as she jumped up and down while clapping her hands. Warlord Gar reminded in shock of the defeat of Khoros Beast then cracked a smile as he began to laugh.

"Ha ha ha! That boy is full of surprises! Although he sorta reminds me of that dreadful beast that nearly killed us all, Looma." said Warlord Gar. Looma stepped out of the shadow, baring wounds from the previous fight.

"Then he is an ally of Kevin 11!" growled Looma. She quickly jumped into the arena before her father could stop her.

"LOOMA, STOP!" order Warlord Gar. Looma landed on the ground with a powerful tremor then she sluggishly stood up and wield her dual-wield mauls.

"Prepare to die, 'Ben 14', ally of Kevin 11!" boomed Looma. Everyone start clamoring about Ben 14 connection to Kevin 11 and Looma's condition. Ben looked over his shoulder and saw Looma. His eyes grew wider then a plate, his jaws dropped, his face turn bright pink and his heart start beating as he gazed at a beautiful Tetramand girl, aside from the angry glare and gritted teeth.

"Wow... I never thought I get to see a Tetramand girl. Unrelated, that is." said Ben in awe. Looma, while cringing in pain, rammed her two hands through the ground then ripped off a chunk of boulder from the ground and threw it at Ben. "YIKES!" yelped Ben as he quickly transformed. The boulder shattered by impact and, stepping out of the dust cloud, was a male Tetramand.

" **Tetra Arms!** " shout the Tetramand.

"I knew it! You gave Kevin 11 those powers! AND NOW YOU WILL PAY!" roared Looma as she dashed toward Tetra Arms but received a powerful uppercut and she crashed against the wall. She fell and snapped her knees upon landing.

"AH! My knees! Ugh... N-Not now..." moaned Looma in pain.

"Oh man! Don't tell me I hit her that hard!" exclaimed Tetra Arms.

"No... I will not give in..." growled Looma as she struggle to stand up but fell again. As she lower head and start panting, a flash of teal light shined above her head. She looked up and saw Ben standing in front of her and his hands were reached out, summoning a large Mana orb. "D-Don't kill..." before she finished, she got bathed in blue aura then her bones got fully repaired, her knees were fortified, her bruises and scars vanished and the lumps on her side of the head has removed as well. She felt all of her strength are coming back.

"Well, waddaya know. He healed her." smiled Verdona.

"Why...?" asked Looma.

"Sorry about that. I didn't mean to hurt you too far." smiled Ben as he apologized to her. She became surprised and she start gritting her teeth in anger.

"Apologizing is for the weak! This tournament is where we test our strength! We Tetramand women are x10 stronger then the male so fight me or DIE!" snapped Looma as she grabbed her mauls and slammed it against Ben's guts. He gasped hard and went flying across the arena. He crashed very hard that the wall exploded and formed a hole while everyone went "ooh!" and Verdona gasped in horror. Ben recovered and gasped for air then he stood on his feet.

"I just healed you... Is this...the thanks I get?! NOW I AM TICKED OFF!" boomed Ben as he unleashed a massive Mana aura that shattered the earth beneath, surprising everyone, even Verdona.

"Not again!" groan Verdona.

"No. That is good. Male Anodite are known to be excellent fighters and can summons new powers if they provoked. But you _can_ make sure he doesn't kill anyone. I feared there are great anger buried inside his heart needed to be tame." said Warlord Gar.

"Hmm." nodded Verdona.

" **Mana Aftershock!** " shouted Ben as he thrusted his hand and unleashed a massive energy shockwave that destroyed the earth in his wake. Looma, now back at full strength, made a mighty leap, evading the shockwave as it quickly dissolved before impacting the wall and dive toward Ben. She swung her right fists and was stopped by Ben who created a Mana force field but the impact shattered the said shield and swung her mauls but he quickly caught it with one hand then dashed across the arena and slammed her against the wall, which Looma counter by swinging her mauls and slammed Ben against the wall. They continue battling each other, countering blows for blows. Everyone was so amazed because they get to see the rare male Anodite battling their princess in a fair fight, unlike Kevin 11.

Verdona brought some popcorn and soda as she watched the battle with a video camera with her. Then she grab some snacks from Ben's bags. She then held up a glove with one index finger extended and the word says "Go Ben!". She waved it as she cheered.

Ben and Looma charged toward each other then they both threw a punch and collided, releasing a devastating explosive of light. Ben back away and land firmly while Looma went flying and crashed against the ground. She stood up then drops on her knees.

"No! I will not lose!" snarled Looma as she once again charged toward Ben again. Ben got bored already so he just trapped Looma in a Mana bubble and, with one flick of his finger, she got tossed into the sky. Ben just yawned deeply, start fiddling his Copytrix, played with his yo-yo, re-counts his Sumo Slammer cards then he thrusted his hand and created a Mana platform. Looma fell back down, crashed through it and collided on the ground, sending multiple derbis flying. Ben used his telekinesis to blow away the dust cloud and found Looma, defeated and unable to stand up except stand on her knees. She became very afraid and stammered in a timid voice.

"Y-You...won... I am yours now... I am now your fiancé..." whimpered Looma, afraid of what will he do. Ben's face turned pure red and his eyes became wider then a coconut. The shock also cause him to reverted back into his Human form.

"M-My fiancé?! I...I, uh... Well...um..." stutter Ben.

"You...turn...me down too?" Looma broke down in tears and her lips start quivering. Ben become shocked of this.

"Y-You're crying! Oh man, I wasn't..." stammered Ben as he tried to find a word to say.

"What's wrong with her?" asked Verdona.

"A mutated Osmosian named Kevin 11 came here and killed several of our warriors and battered Looma to near death. Kevin 11 even rejected our tradition and continue to attack until a mysterious man attacked and took him away." explained Warlord Gar.

"Isn't Looma a little young for marriage? She's 13, you know." ask Verdona.

"Yes, but if she get defeated by a male being such as your grandson, she will marry him once she's 18." answered Warlord Gar.

"Miss, please tell me why are you crying?" asked Ben.

"Why the boys never like me?!" cried Looma as she place her upper hands on her face and repeatedly slammed her lower arms on the grounds, causing tremor. Ben tried to regain his balance than fell on his knees. He create a Mana platform to levitate and ignored the tremor then float near her.

"I didn-"

"Yes, you did! No male beings who managed to defeat me ever accepted me to be their wife and they suffered the same fate; my Daddy sent the armada and destroyed their home planet. But why!? Why you rejected me?! You defeated me fair and square! This is the custom of the Tetramand, so why you rejected me!?" Looma cried heavily as she resume slamming her fists against the ground. Ben felt horrible as if he have hurt her feeling very badly so he float closer to her and smiled.

"I didn't even said no. It's just that I'm not ready for marriage. I'm 10-year-old." smiled Ben.

" ***sniff*** and I'm 13-year-old but..."

"Tell you what; I'm heading to planet Anodyne to train for 5 years than I'll come back here and fight you again. And if I win again, I'll accept the custom of your people, beside..." Ben lend closer to whisper her the next part. "...You have four beautiful golden eyes."

Looma have her four eyes widen and she was touched as her cheek turn violet. She smiled and nodded. "I'll be waiting for your rematch. My name is Princess Looma Red Wind, daughter of Warlord Gar Red Wind." she introduce herself formally as she stood up and extended her hand for a handshake. Ben grab her hand and shook it.

"I'm Benjamin Kirby Tennyson AKA Ben 14, grandson of Verdona Tennyson. It's an honor to meet you, my Lady." smiled Ben as he kissed her hand. Looma's cheek turn violet again and she giggled as Ben behave like a gentlemen. Ben move upward and talk to Warlord Gar.

"Gar Red Wind, I'll be leaving with my Grandma to Planet Anodyne but I'm not rejecting your daughter. I'll come back 5 years from now and battle your daughter again. If I win again, I'll accept her as my fiancé. Than we'll do the Earthling custom; I'll take her with me to planet Earth and get to know each other well. Than 3 years later, I will marry your daughter." explained Ben.

"Hmm, a fine and noble request. Be sure he remember his promise, Verdona." said Warlord Gar.

"Will do. Come on, Benny!" chimed Verdona.

"Sure Granny." chuckled Ben as he transformed into an Anodite. Verdona chant the spell and they teleported away. Looma gazed at the stars and gave a warm smile.

"I'll be waiting... My Beloved." smiled Looma.

* * *

They finally arrived on Planet Anodyne, a peaceful planet where all the Anodites enjoy their lives, such as pillow-fighting, getting a spa, play tennis, swimming in the Mana-like lake, cooking some delicious alien meals, etc. All the Anodites are female and there are no male, since they are extremely rare.

"Verdona! You're back!" chimed an Anodite named **Roxanne**.

"Yep! And I brought my grandson, Benjamin Tennyson. He's the Spark." smiled Verdona.

"A male Anodite?! Girls, we got a young male Anodite here!" Roxanne called out.

"AAAAAAAAAAAAAAAAAAHHHHHHHHH!" squealed the Anodite girls as they all come at once and Ben quickly flew up in the sky.

"YAH! I knew this will happen!" exclaimed Ben then he got tackled by a short green Anodite girl as she start cuddling him.

"I never seen a boy Anodite before! It was a dream come true!" piped the green Anodite.

"L-Let go!" panicked Ben as he shoved her aside then a matured Anodite grabbed him and gave him a tight hug, squeezing his face against her breasts while Ben start kicking around, struggling for air.

"Gosh, you are so cute and soft!" cooed the Anodite then she break the hug and Ben's face are crimson red and his eyes are in swirling animation.

"Tell me that didn't just happen..." moan Ben in dizziness and shock. Then 3 Anodites girl; pink, red and violet tackled him for a hug and all of them start cuddling him until he teleported away and ran behind Verdona.

"Grandma, they're trying to hug me to death!" panted Ben.

"Girls, girls. Hold your horses. Ben is a little young now so take it easy." smiled Verdona.

"It just that he was soooo cute!" cooed the red Anodite with this face: **o3o**.

"Yep, he got that from Maxxy." chimmed Verdona.

"Hi, Grandma!" called out a young Anodite girl who was at the same age as Ben. She ran up to Verdona and gave her a hug. "How was your trip?" asked the Anodite girl.

"Great, **Sunny**. Sunny, meet your cousin, Ben Tennyson. Ben, meet your Anodite cousin, Sunny Tennyson." smiled Verdona.

"Wait, I'm not the only Tennyson who have the Spark?" asked Ben.

"Well, the correct term is, Benny, you are the first MALE Tennyson who have the Spark." smiled Sunny.

"Ben is here to follow the path of the Anodites." smiled Verdona.

"Cool!" nodded Sunny. "Come, I'll show you around." smiled Sunny as she grabbed Ben's hand and dragged him along. After some touring around Planet Anodyne, the training began. Since he must learn how to use Mana, Ben discovered the voice command and removed his Copytrix. It was a hard training for Ben as he tried to learn how to used his true form's powers as well as controlling it and his anger. Ben become a fast-learner and overcome many training but he insisted on giving him more training. Verdona watched proudly as Ben continue to grow stronger. However, Sunny noticed Verdona's proud face and she become consumed with envy.

* * *

# _5 years later_ #

"Okay, Kiddo. Use your Mana to take down that Talpaedan Predator and don't get eaten." chimed Verdona. A dark-blue male Anodite with flaming blue hair nodded and engaged a giant worm-like creature with four eyes, sharp beak-like mouth and has multiple rotating jaws inside his mouth. He chanted a spell in Latin and fired a barrage of rapid-fire Mana bolts, striking the Talpaedan Predator's hide. He growled as he spew a series of acid goo and the male Anodite instantly evade it, surrounded his body with flaming Mana bubble and rammed him down. As he rose up again, the male Anodite leaped on his beak, constructed two Mana blades and impaled on his muzzle.

"KRRRRRRRRR!" screamed the Talpaedan Predator as he shook his head, sending the male Anodite flying. He rotated his body, landed on his feet and slided a bit. His eyes glowed blue as he chanted another spell then fired a powerful heat ray from his palms and pierced through the worm's body. "YYYYYIIIIIIIIEEEE!" shrieked the worm before exploding into inferno!

"Snack time!" called out the Anodite girl as she gathered the remains of the worm 10 minutes later. All the girls gather around the firewood as they enjoyed the Talpaedan Predator stew. Two girls are cuddling the male Anodite but he childishly shoved them aside.

"Ha ha. Made you look." joked the male Anodite.

"Ha ha! He's funny! And they say male Anodite are too aggressive and mean." said the purple Anodite.

"Yeah, right." scoffed the matured Sunny as she ate some of the meat.

"Congratulation, Benny! You have completed all your training." smiled Verdona as she patted the male Anodite's back.

"Yeah. He wasn't that tough. Now he _will_ be tough if I was a Talpaedan I named Armodrillo!" chuckled Ben, now at age 15.

"Come on! Come on, Ishiyama! Whoo! Double points!" cheered the Anodite girl who was playing Ben's Sumo Slammer Smackdown game on his portable game system.

"Yippee! I got a Sumo Katana!" cheered the young Anodite girl.

"Ha... Guess they loved it." smiled Ben.

"You know, I never seen you playing a lyre and yet, you passed the **Mugic** training." said Roxanne.

"Yeah... I sorta watched an Anodite practicing with the blue rune." said Ben as he scratched his head.

"Which one?" asked Verdona.

"The one who gave me a breasts-crusher hug when I first came here." answered Ben.

"You were watching me? I can give you another hug." cooed the Anodite in sexual tone.

"No. I was thinking of someone else." said Ben as he started blushing.

"Ah, I know who. Princess Looma Red Wind, am I right?" asked Verdona.

"Yes." nodded Ben as he smiled timidly.

"Awww." whined the girls.

"I decided to return to Khoros to complete my promise then I'll return home." smiled Ben as he stood up, packed his clothes and stuffs but when he's going to grab his games, two Anodite girls gave him a sad puppy eyes. "Heh. I'll let you keep it." smiled Ben with a good-natured smile as he stroked her head.

"YAY!" they cheered. Ben waved good-bye to them and teleported away.

"Good riddance." scoffed Sunny.

"Sunny!" glared Verdona as she detected disrespecting.

"Don't give me that look, Grandma! Why you favored so much with Ben?" argued Sunny.

"Sunny, your cousin is very special-"

"What about me?! Aren't I special too?" asked Sunny.

"Sunny... Go to your room. We'll talk about this tomorrow." frowned Verdona in a serious tone.

"It's not fair!" yelled Sunny as she flew away at supersonic speed. Verdona just sigh and shook her head.

* * *

On Planet Khoros, Ben appeared from the teleportation aura and found himself outside the city's wall. He closed his eyes and his body began to glowed then morphed into his Human. He was nude but he quickly dressed up in his new clothes. Now he's a teenager, his hair was slightly longer, and has muscle tone on his skinny physique. He wore his shirt that resemble his old favorite shirt but colored black with green stripes and has the #14 in the center, wore brown pants and green/white sneakers. He reached his hand into the backpack then pulled out the Copytrix

"Time to meet the girl of my dream." smiled Ben as he wore the Copytrix on his left wrist. The Copytrix start beeping and the AI spoke.

" _Unknown DNA signature detected. Please identify yourself._ " ask the AI.

"Haven't seen you for a long time, buddy. Can't remember me, eh?" he smiled.

" _Voice pattern does not match Ben Tennyson. Please create alternate ID._ "

"The name is Benjamin Kirby Tennyson. Age 15. Born and raise in Bellwood. Inherit the powers of the Anodite, obsessed with Sumo Slammer, loves chilis fries and..." Ben pause for a minute than took a deep breath. "...I have a crush on Princess Looma." said Ben.

" _ID confirmed! Begin recalibration!_ " beeped the AI.

"Recaliberation?" asked Ben then the Copytrix core released a surge of teal then become an embodiment of energy as it shapeshifted into a gauntlet-like watch that covered half of his arm. The Copytrix now colored dark-blue with teal tubes on both side as well as the buttons and core, and has the white cords similar to the original Omnitrix. The core section rested on Ben's knuckles. Ben pressed the button and the core popped up. He held it and start rotating the ring dial, displaying holograms of different, unique aliens. It seems the Copytrix has reset as he only found 14 aliens avaliable.

"Cool. Don't know 'em but cool." smirked Ben. He walked through the city and it seems nothing had changed a bit. Many happy Tetramands are shopping. Well, not all as he can see some Tetramands arguing about the deals. He arrived at the arena and entered through the front entrance. He arrived at the audience seats and gazed at the arena. There was a lone female Tetramand, age 18, battling several Tetramand but she easily bashed them aside then the Tetramands decided that they should all dogpile on the female. They succeeded but then the female rose up and lifted all of the male, minus one whom she headlock with her lower right arm, and threw them away.

"Whoa!" said Ben in awe.

"Is that all of them?!" asked the female Tetramand as she jabbed the last male's face and removed him from headlock. She then yawn in boredom. "Are you sure there aren't anyone worthy enough to defeat me?" she asked. Ben just smirked and teleported himself into the arena. The female Tetramand saw him, scoffed and placed her lower hands on her hips and crossed her upper arms across her chest.

"What do you want, Earthling?" asked the female Tetramand.

"Hmm? Could it be?" muttered Warlord Gar Red Wind as he began to recognized Ben.

"Excuse me, Miss Four Arms. Do you know where is Miss Looma?" asked Ben.

"I'm Princess Looma Red Wind!" growled the female Tetramand.

* _Looma?! Wow... She's so beautiful and sexy but she also got aggressive. Oh well._ * sighed Ben in his thought. "I'll fight you, Princess Looma Red Wind!" shouted Ben.

* _Hmph! More men wants to fight me. When will my Beloved return?_ * sighed Looma in her thought. "Fine, I'll fight you! But I doubt you'll live long enough!" grunted Looma. Ben gave a sarcastic grin as he activated the Copytrix, the core popped up and display a hologram of a scarecrow with flames on his hands and face.

"Time to test this new guy!" smiled Ben as he slammed the core down and released a teal light.

A teal sphere traveled through his bloodstream. Ben become a silhouette with teal highlight, floating in a teal background then was surrounded by an electrical field. His cells start pulsing rapidly as his DNA merge with the selected alien DNA. His body become X-rayed than start pulsing rapidly and released a teal light. Ben emerged as a scarecrow-like alien with tan ragged hands and face, has green lightning-shaped eyes, wore a hat on his head and has the Copytrix symbol on his chest.

" **Flaaaaarecrow!** " shouted the scarecrow-like alien as he instantly ignited his hands and face in flames. He charged toward Looma as she remain standing. He start throwing flaming punches, jabbing Looma's faces but she was unphased by the blows. Flarecrow then thrusted his hands, discharging powerful flamethrower at her, engulfing her completely. She emerged unscathed and she was tapping her finger impatiently.

"Is that all?" asked Looma.

"Okay. Time to put my Mana into the mix!" smirked Flarecrow as he leaped away, channeled his flames together and, by tapping into his Anodite powers, he created a mega-sized fireball and threw it at Looma. It impacted her and released a powerful explosion. As the flames subsided, Looma emerged with charcoal mash on her body. Her eyes formed a death glare as she start snarling.

"Uh-oh!" cringed Flarecrow.

"GRAH!" snarled Looma as she gave a savage running start that caused the ground she once stand to shattered by force. Flarecrow thrusted his hands and discharge another flamethrower but Looma went through it and rammed him hard. Flarecrow went flying and crashed against the wall.

"Ow... Fire doesn't harm her much." groaned Flarecrow.

" _The Copytrix has been reset so all Transformation prior to recalibration are locked and Master Control. The Limiter has been turned on but there is one function you can use._ " spoked the Copytrix.

"Did you just talk to me? What function?" asked Flarecrow before he evaded Looma's hammer punches twice then began running around Looma, leaving a trail of blazing fire until he connected them, unleashing a pillar of fire. It didn't harm her but it distracted her long enough so Flarecrow can retreat.

" _The **Quick Change** function. By hitting the Copytrix symbol, you can switch forms of your choice. Be warn, Quick Change is not similar as Master Control so you are limited to Quick Change 3 times._" explained the Copytrix. Flarecrow stopped in his track then slapped the Copytrix symbol. His body released a flash of teal light and emerged as a new alien. He looks like an anthropomorphic hedgehog with green eyes, black fur with green streaks, six quills on his head and two on his back. He wore black fingerless gloves, black leather jacket, black pants and wore black/green sneakers with metal soles. He wore the Copytrix symbol on his chest.

" **Quickster!** Whoa, an offshoot of Hedgesapien?" asked Quickster.

" _Not exactly. This is one of many different animal-type of a race called **Mobian** , animal sapient with Human DNA. This one is the DNA sample of the Fastest Hedgehog of the planet **Mobius** , Sonic the Hedgehog._" explained the Copytrix.

"RAAAAAAAAAAGH!" roared Looma as she leaped toward Quickster and swung her dual-wielded mauls.

"WHOA!" exclaimed Quickster as he instantly dashed to his right at hypersonic speed, allowing her to shattered the whole earth into massive crater. Quickster zoomed around the arena and stopped in his track. "Cool! It's like I have Turbo and Cannonbolt combined together! I'm replacing Turbo for this guy!" smiled Quickster.

"You are dead!" snarled Looma as she raised up and slammed her maul on the ground.

"Need to control your temper, my beloved princess." smiled Quickster. Looma raise up her mauls and threw it at Quickster, only for him to evade instantly then zoomed pass her, jabbing her across the face. Then he charged toward her at hypersonic speed but she shot up and rammed her fist against Quickster, knocking him back then she grabbed his leg and slammed him down against the ground. He stood up sluggishly and shook his head as he placed his hand on his head.

"Whoa! She grew stronger then before!" muttered Quickster.

"What's wrong, Mobian? Chicken? Ha ha ha!" laughed Looma.

"Oh, funny. Just wait 'till-" Suddenly she grabbed his head with her upper left hand and start crushing him. "OOOWW! This is not mortal combat, Looma!" exclaimed Quickster.

"Shut up!" snapped Looma.

"Please forgive me for doing this." said Quickster as he swung his body up then land a flurry of high-speed kicks against her breasts. Looma's eyes grew wide-eyed then let out a powerful scream as she let go of Quickster and clutched her breasts in pain. Quickster somersault and land on his feet. Then he start accelerating, causing his feet to become a blur of Figure 8 then dashed off at hypersonic speed, bashed her 5 times in one seconds then land a series of punches, kicks then sweep kick her off her feet, then spin dash against her stomach into the sky, moved away then performed spinning kick attack. He then land a powerful axe kick against her head, sending her falling down. Quickster start rotating at supersonic speed and spin dash down toward Looma, struck her and impacted her into the ground, releasing a dust cloud. Quickster bounced out of the cloud and landed on his feet. Looma was defeated.

"I...I've lost... And Benjamin never came..." whimpered Looma in a soft voice.

"Well done, Ben 14! You have kept your promise." smiled Warlord Gar as he clapped his hands.

"Guess you still remember me, Warlord Gar." smiled Quickster as he gave a smile.

"Of course. I still remember your ability to transform into different alien warriors. And your non-humor jokes." chuckled Warlord Gar.

"Ha ha ha... Right." chuckled Quickster nervously. Noticing that Looma is very wounded, he dashed up to Looma then his Copytrix gave a beeping sound and morphed back into Ben then he healed her with his Mana. Looma recognized it immediately.

"Benjamin... Is that you?" asked Looma in shock.

"Yep. I told you I'll come back and beat you again but man, you really pack a punch. You must've trained so hard like me." smiled Ben. Looma quickly stood on her knees and hugged Ben as she cuddle her face on Ben's.

"I knew you'll return!" squealed Looma.

"I'll never break my promise, Looma. If I did, you're going invade my home and... You might break my bones like they were toothpick." said Ben as he gave a carefree smile. Looma giggled a bit as she twiddle her hair. "You are so beautiful when you're not angry." smiled Ben.

"Eh?" asked Looma.

"When you're not fighting like a space warrior princess, you are sweet, shy and gentle women. I like that about you." said Ben as he place his hand on her cheek and stroke it softly.

"Oh, stop! I am a space warrior princess." giggled Looma as she looked away bashfully. Ben smiled at her sweet, timid side then turn his attention to WarLord Gar.

"Warlord Gar Red Wind, I will now do my Earth custom. I will take her to my home, Planet Earth, so we'll get to know each other well and show her the life style on Earth." said Ben.

"Okay, and you will keep my race's custom that you two will be married?" asked Warlord Gar.

"I will." smile Ben.

"Very well. Oh, and for you being able to keep your promise, you will marry my daughter once you two feel ready." smiled Warlord Gar.

"Thank you." bowed Ben.

* * *

They arrived at the ship yard and Looma brought her Anodite boyfriend to her ship. Her ship is smaller then the starship and has a characteristic of a race car as it has several thrusters and the cockpit is red. She then pointed her larger ship, which was a starship.

"Wow, you have two ships? That's cool. My Grandpa Max had a RV called the Rust Bucket and has transformable function since he's a PLUMBER." smiled Ben.

"RV? What does that stand for?" asked Looma.

"Recreational Vehicle. It's a van that acts like a house because it has refrigerator, bathroom and bedroom." explained Ben.

"Ooh! My starship acts like an RV too." smiled Looma. As they entered the ship, Ben saw what Looma said was right, her starship does act like a mobile home. But what surprises him was a pile of Earth magazines on her bed. He picked it and many are about models, bathing suits, info of the city, restaurants, many many things.

"What are all this?" asked Ben as he picked up a magazine, open it and start reading it but found many pics of women in different styles of swimsuit then immediately slammed it shut. His face was red and started to sweat.

"I-I... Well, when you said you're gonna take me to Earth, I needed to learn all of their custom and their odd expressions. I also handcrafted these myself." She shows several pieces of bikinis to Ben, making him blushing of the thought of her wearing them. "Aw, you are so colorful." smiled Looma as her cheek turns purple.

"So are you." smiled Ben. "Shall we go?" he asked.

"Yes." nodded Looma. Ben used his Mana to turn the pilot seat around and invited her to sit first. She giggled at his polite behavior and sat on her seat while Ben rode on the co-pilot seat. They powered the starship and they lifted up in the air, exited the ship yard, flew up to the orbit and left Planet Khoros. As they are about to activate the hyperdrive, Ben received a telepathic message from his Grandmother.

" _Ben? Ben!_ " called Verdona.

"What is it, Grandma?" asked Ben. Looma was confused but then remembered that he's half-Anodite so he have telepathic connection with his grandma.

" _I try to reach your Grandpa Max but he's not responding and I can't locate his mana! And even worse, there are hostile aliens known as the **Highbreed** heading toward Earth! They're carrying **Xenocyte** which will turn anyone they grab into **DNAliens**! You must hurry home and find Gwen & Kevin!_" explain Verdona.

"Okay! So much for sightseeing. We're gonna fight some evil aliens." sighed Ben.

"Doesn't matter. At the same time we fight foes, the same time we get to see the places and... Get to know each other." Looma smile timidly. Ben just smile and they continue guiding the ship to Planet Earth by going to hyperspace.


	16. Chapter 16

**Chapter 16: The Secret of The Omnitrix**

 **Richard: This chapter is the introduction of Ultimo the Destroyer. She is known as the Killer of All Omnitrix Warriors but there are many mistakes I done**

 **1) I revealed Ultimo's true identity too early.**

 **2) Her goal is to become the strongest Gwen of all (too cliché)**

 **3) There was no accurately specialty on the Gigatrix aside from gaining powers in Human form.**

 **So in the re-make, Ultimo's true identity had altered and was kept in secret. Not much is known and any claims and mentions of the past is vague. I also improved the Gigatrix that she can stock multiple powers in many ways, often on the fly as if she has Master Control.**

 **Instead of having brain and brawn of Big Matter (Way Big + Grey Matter), Ultimo's base form is the Ultimate Human state, thus Ultimo is super-smart, super-adaptive and can use Magic in her base form. In fact, she was able to best Scarlett Warrior in her base form, and Scarlett was shown to be the strongest warrior of all dimensions.**

 **More on Ultimo for later chapters.**

 **This chapter is also the debut of my favorite OC alien, Grid Master. My brother created this alien from the idea of an alien that can use any fictional abilities and weapons from any computer data base, and can even use the aliens' powers directly from the Omnitrix. Because of that ability, it cause Gwen and Omni to merge as one when becoming Grid Master, thus making Grid Master the strongest form of all, in-between Atomix/Shock Rock and Alien X.**

 **Azmuth had compared the Gigatrix's ability with Grid Master, thus it makes one believed Grid Master is the only alien to counter Ultimo's powers. In both version, Ultimo was completely unaware of the Grid Master's existence, thus confirming Grid Master is an exclusive alien only for Universe 15 (G10-Verse).**

 **Another introduction of this is Tetrax being a married man. I always feel pity on Tetrax and the idea of interbreeding lead the birth of Su'flow and Ma'dow.**

 **It is very emotional as Su'flow was exile from her people for breaking the scared cycle by mating a Petrosapien and Tetrax was so heavy-guild for betraying his own people to their destruction that he had distant himself from his wife and daughter, not wanting Ma'dow to know her father caused the destruction of Petropia.**

 **The romance between Tetrax and Su'flow was considered as a forbidden love, as both were from different planets under different traditions and rules, yet they fell in love and wants to break the rules to explore more of their love.**

 **Before you ask, it is possible for a Petrosapien to interbreed with other species as it was confirmed they are organic-crystalline life-form, and they do have organs (as both Diamondhead and Tetrax had shown to have teeth and tongue, and Ben took a leak as Diamondhead in _Race Against Time_ when he hide in the girls' locker room after battling Eon).**

 **And don't recommend me to see the sex jokes on tumbler. Please, it's offensive.**

 **Anyway let's being… And how does **** did Animo got there?!**

* * *

# _Planet Khoro's atmosphere_ #

" _So cool! Traveling in space! It's much cooler then the Null Void._ " chimed Omni.

"We have arrive at Planet Khoros, home of the Tetramands." said Kevin as he piloted the PLUMBER starship.

"Wow, the home planet of Four Arms! It looks like Mars." said Gwen in awe.

" _It does. They also has two moons; one was covered in ice and other in rainforest. There are Tetramands there but they are blue and green instead of red._ " explained Omni.

"So, their skin was actually the result of the enviroment they're in?" asked Kevin.

" _Yep._ "

"It's so great to spend time with my best friend/sister and you, Kevin." sighed Gwen as she rest her head on Kevin's shoulder. He smiled as he continue the driving. After they landed in the shipyard, Kevin checked the oxygen of the planet.

"Okay, it's safe to step outside, Gwen." smiled Kevin. He open the door and they step outside. As they walked into the city, Gwen looked around in awe, seeing Tetramands living their lives like on Earth. They arrived the market area and they talked to one of the Tetramand.

"Excuse me, do you have the Nitro Pump 29-Z?" asked Kevin.

"Yes, I do." smiled the Tetramand.

" _Score one for the muscle car_!" chimed Omni.

"Yes! Now we can build your car, Kevin!" smiled Gwen.

"Kevin?! Is your name Kevin 11?!" asked the Tetramand in fear.

"Uh...yes?" said Kevin as he raise his eyebrow.

"Sound the alarm! The monster Kevin 11 is back!" panicked the Tetramand as he ran away. Everyone panicked and the female Tetramand screamed in horror as they all ran away from the area, leaving it deserted.

" _W-What...just happen?_ " asked Omni.

"Kevin, why they know your name?" asked Gwen also.

"Ah! I remember! I rampaged here when I was Kevin 11!" gasped Kevin. He started walking away but Gwen stopped him by grabbing his hand and yanked him back.

"Come on, Kevin. It passed a year and you're no longer a monster. Everything is alright." smiled Gwen as she held his hand. Then they got surrounded by Tetramand guards.

" _No, everything is_ not _alright!_ " complained Omni.

"Halt, monster!" ordered Guard #1

"Wait wait! I'm not the same I was before- YEOW!" Kevin got zapped by the Tetramand guard #2's energy staff and fell on his back.

"Kevin! Oh you guys ask for it!" growl Gwen as she slapped the Omnitrix core, releasing a green light.

Her arm's blood vessel become overflowing and travel up to her eyes. She shut her eyes than shot them open. She grew 7 feet tall, grew second pair of four-fingered arms, her skin turn red-violet & grew second pair of eyes under the main pair. She spun around, face the fourth wall and striked a powerful pose as she let out a battle cry.

" **Four Arms!** " shouted the female Tetramand. The guards become surprised of seeing an Earthling girl transformed into a Tetramand.

"What trickery is this?!" gasped the Tetramand guard #3.

" _You messed with a wrong girl, mister!_ " said Omni.

"Kevin, are you alright?" ask Four Arms.

"Yeah, I'm oka-" Kevin got hit by a dual-wielded mauls on the head. "No, I'm not okay." moaned Kevin as he fell on the floor. Approaching Four Arms and Kevin, and passing through the guard, was Princess Looma.

"So you decided to come back, monster? The freak who defeated me than turn me down because no one will love a 'freak' like me?!" growled Princess Looma.

"Love? Kevin, is there something you didn't tell me about?" asked Four Arms sweetly as she placed her hands together and gave an innocent grin.

" _Uh-oh._ " cringed Omni.

"Uh... I defeated her and, according to the custom of the Tetramand, she will marry those who manage to defeated her and I'm her ex-fiancé?" asked Kevin nervously.

"Oh, she's your fiancé, eh?" smiled Four Arms than her happy expression changed to angry expression as she instantly grabbed Kevin's collar with one hand and held him up so she can gaze her four angry green eyes at Kevin's frighten brown eyes.

"YOU BACKSTABBING LADIES' MAN!" snapped Four Arms as she start shaking Kevin violently.

"N-No G-Gwen, that's n-not tru-e-e and d-didn't you hear me-e-e? I s-said EX-f-f-fiancé!" panicked Kevin.

"Princess Looma, that Tetramand woman was an Earthling girl wearing a device on her wrist." whispered the guard.

"What?" ask Looma.

"It's true. She just press the button and, boom, she transform into a Tetramand." explain guard #2.

"Does it have a Galvan symbol like my fiancé's device?" asked Looma and they nodded. Looma than smiled as she crosses her arms and chuckled.

"You, Tetramand with orange hair!" shout Looma.

"What?!" snapped Four Arms.

"Do you wield the Omnitrix?" asked Looma.

"Yes, why?" ask Four Arms as she put down Kevin.

" _Hey, how did she know that?_ " wonder Omni.

"Please show me your true self." order Looma. Four Arms obliged her and morph back to her human self. "You're the princess Kevin mention before."

"He...mention me? Princess?" blushed Gwen and Kevin placed his hands on his head to stop shaking.

"Yeah, when I was battling him. He defeated me and won't accept the custom of my planet that he proceed on killing me until some mysterious man took him. Now that I remember, weren't you a mixture parts of different aliens?" asked Looma.

"Yeah, like I said, I absorb the powers of the Omnitrix and I went crazy. Sorry for everything I did and I didn't mean to call you a 'freak'." apologized Kevin.

"It's okay. Unlike my father, I learned that the Osmosian will go wild if they absorb energy." smiled Looma. "Anyway, I'm training for my big rematch for my sweet beloved."

"Who's the lucky guy's name?" asked Gwen.

"A young Anodite boy named Ben Tennyson. He came here to test his powers of the Anodite. We fought equally then he defeated me. But guess what, he apologized me for hurting me too far and promise me to return 4 years from now to have rematch & if he win again, we will get married! And let me tell you something: he's so cute, noble and a gentleman!" blushed Looma.

"Ben Tennyson? Ben 14? Cocky and obsessed fan of Sumo Slammer? Our Ben?" ask Gwen in shock.

" _I don't believe it!_ " gasped Omni.

"Benji already got himself laid?" asked Kevin, which Gwen instantly jabbed him with her elbow. "OW!" cringed Kevin as he rapidly rubbed his arm in pain.

"Yes, that is him. Why, you know him? And what do you mean 'laid'?" asked Looma.

"Nothing! And yes, I knew him because he's my cousin." answered Gwen.

"Oh then, in his honor, allow me to show you around the city. Guards, tell everyone Kevin 11 has lost his insanity and revert back to non-threat level." ordered Looma.

"Yes your highness!" obliged the guards.

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhoutted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- Wildcat the Felinesapien

#2- Four Arms the Tetramand

 ** _Fighting all evil from Earth or space!_**

#3- Grey Matter the Galvan

#4- XLR8 the Kineceleran

 ** _She'll never stop until she makes them pay!_**

#5- Diamondhead the Petrosapien

#6- Upgrade the Galvanic Mechamorph

#7- Mermaid the Piscciss Volann

 ** _'Cause she is the baddest girl who save the day!_**

#8- Needle Mouse the Hedgesapien

#9- Firefly the Pyrofiggian

#10- Heatblast the Pyronite

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transfromed into a living crystal life form then the veloceraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End_** **_Song_ ***

* * *

After 3 hours of tours around the city, as well as the arena...

"And this is the arena where Tetramands and other warriors battled to prove who's the strongest. It's also where the princesses battled all the male Tetramand on Khoros to see who can defeat her. It is necessary for the princesses to have a mate before they ascended to the throne." explained Looma.

"So, if Ben marry you, he'll become the next Warlord?" asked Gwen.

" _Sounds cool_." replied Omni.

"Yes... It's great, huh? A Tetramand Princess marrying an extremely rare Anodite boy who can transform even a Tetramand." blushed Looma again.

"What happen if a dude refused to accept the custom?" asked Kevin.

"My Daddy will send the Khoros Armada and obliterated the victor's home planet." answered Looma with a proud face, making Gwen and Kevin cringed in shock.

" _Let's hope Ben carry out his promise because if not, Earth is screw!_ " said Omni in a nervous tone.

"So what kind of kingdom you have, Princess Gwen?" asked Looma.

"Huh? Oh, I'm not a princess 'princess', Looma. That was a pet name." said Gwen nervously.

"Pet Name? Kevin treats you like a pet?" asked Looma, confused.

"No! Pet names are names that meant for love. If a guy likes his girl, he called her 'honey', 'baby', 'sweetiepie', 'princess', etc." explained Gwen.

"Ooooh! I get it now." smiled Looma. * _Mental Note:Buy all Earth Magazines._ *

" _Hey, are we forgetting something?_ " asked Omni.

"Oh! The Khoros engine unit!" said Kevin as he slapped his palm on his forehead.

"Oh, you wanted the engine unit? Then take it, I'll pay for it." smiled Looma.

"Really?" asked Gwen.

"Of course." nodded Looma. Gwen gave her a big hug.

"Gee, thanks! You're the best!" she squealed.

"If you pass by Planet Anodyne, say hello to Benjamin for me." smiled Looma.

"Will do." said Gwen as they break the hug. Then a starship appeared and landed in the desert

"What's that?" asked Kevin.

" _A PLUMBER ship?_ " add Omni. The starship opened its door and coming out of the ship is none other than... **Dr. Animo!**

"Who is that man?!" growled Looma.

"Dr. Animo!" exclaimed Gwen and Omni. Dr. Animo saw her and gave a crazed grin.

"I, Dr. Animo, had come here to get my revenge on you! Gwen Tennyson, you will pay for interrupting my plan again!" growl Dr. Animo as a giant mutated hornet, mosquito and cockroach emerged from his ship. The last mutant creature was a praying mantis carrying a device and place it next to Dr. Animo.

"What are those creatures?!" exclaimed Looma.

"Insect creature from our planet, except that crazy old man mutated them." frown Gwen.

"I, Dr. Animo, has created the DNA bomb, which will de-evolutionize the planet's inhabitant into their pathetic form!" laughed Dr. Animo.

"De-evolutionize?" ask Gwen & Kevin.

"If that bomb goes off, we Tetramand will lose our super-strength and our second pair of arms." said Looma petrified.

"Then I'll stop them as..." Gwen slammed the Omnitrix core and she exploded in bright green light. The light subsided and Gwen emerged as a young Cyrosprite.

" **Frostblight!** " shouted Frostblight. She inhale deeply and breathe a blast of ice, creating a path of ice so she can ice-skate across the ice slide. She start dancing around, evading the mutant monsters as she breathe her ice breath and turn Animo's pets into a block of ice.

" _WHEEEE!_ " chimed Omni like a child.

"Amazing!" gasped Looma.

"That's my girl." smirked Kevin.

"NO! My pets!" gasped Dr. Animo.

"Time to overload the bomb!" Frostblight flew forward and she morph into...

" **Grey Matter!** " shouted the little orange-haired Galvan as she land on the DNA Bomb and rigged the system. The DNA bomb exploded, releasing an energy wave that damaged the Omnitrix. The DNA wave travel through everyone and nothing happen.

"My DNA bomb! You ruined it! Gwen Tennyson, curse you and all of your heroism!" shouted Dr. Animo before Grey Matter knocked him out with a kick on the face. After they call the PLUMBERS and arrested Dr. Animo when they arrive, Kevin bought some foods from the markets and the parts they're looking for.

"Okay, we're ready to go. That Master Control sure comes in handy." smiled Kevin.

"Thank you for saving my people from total de-evolution." bowed Looma.

"Oh it's no-"

" _Uh...Gwen!_ " screamed Omni. Gwen turned around and looked at her Omnitrix.

"What is-" before she ask, the Omnitrix start glowing bright orange then released a sudden burst of energy, sending her flying backward but Kevin caught her.

"Gwen, what happen?" ask Kevin.

"I don't know." said Gwen as she tried to recovered.

"Excuse me, but is orange a good sign?" ask Looma as she point at the Omnitrix. The symbol is flashing orange with yellow on the small peak of the center and is making a beep sound like a timer.

"Omni?" asked Gwen.

" _Dunno! I don't recall this function!_ " she answered.

"Some answer." said Kevin.

"We should better call my grandpa." suggested Gwen.

"No need." said a mysterious figure. Gwen, Kevin and Looma turned around and saw a bulked armored man. Gwen recognized him.

"Tetrax Shard?!" asked Gwen.

"Hey, you're that Diamondhead bounty hunter! How did you find us?" asked Kevin.

"Nice to see you too, Gwen 10. Like I said, there's no need to call your grandfather cause _I_ know why the Omnitrix turned orange: It's in Self-Destruct Mode." answered Tetrax after removing his helmet.

"S-Self-Destruct M-Mode?!" stammered Gwen.

" _Self-Destruct Mode?!_ " exclaimed Omni.

"Yes, I'm afraid. I arrived here just in time because it was giving off a homing beacon, which allows me to find you. Lucky for you, I was in the orbit of Khoros." said Tetrax.

"How big is the explosion?" asked Gwen.

"It will not exploded and just kill you, Gwen. Once it's full charge with weeks or months, it will _destroy_ the entire galaxy!" said Tetrax in a serious tone.

"What?!" exclaim Gwen and Kevin.

" _I don't wanna die!_ " cried Omni.

"Our only hope to stop this destruction is to head for Planet Galvan Prime and find Azmuth. He's the only one who can abort the countdown since he created the Omnitrix. Come, I'll take you two to **Planet Plant**. One of the PLUMBER agent is retired there. She will help us find Galvan Prime." said Tetrax. Leaving the ship behind, since the PLUMBERS took it by Kevin's request, they entered Tetrax's ship. They began to start up the ship and was about to take off until someone was knocking the hatch.

"Nobody's home." joked Kevin.

"Who is it?" asked Gwen as she open the hatch. It's Princess Looma. "Looma, what's wrong?"

"Take this device." she said as she gave them a capsule-like device. "It's an energy barrier. Use it in case of an emergency." smile Looma.

"Thank you, Looma." smiled Gwen as she took the device and closed the hatch.

"Safe journey." Looma wave good-bye and left as Tetrax activated the hyperdrive and pinpoint the location of Planet Plant. They went into hyperspace once they exited Khoro's atmosphere.

* * *

# _Planet Plant_ #

The ship exited out of the hyperspace and arrive at Planet Plant's orbit. They enter the atmosphere and arrived at the sky of Planet Plant.

"Huh... Neat place. They really live to its name." commented Kevin as they saw the Planet is filled with forest and meadows.

" _Planet Plant is the home to Plantosapien, Blossom Rose's race._ " answered Omni.

"Look, there's a village." Gwen pointed her finger at the village, 20 feet below. Tetrax lower the starship and landed it on the meadow.

"We have landed on Planet Plant. Please walk carefully to the exit and make sure you don't forget your supplies or girlfriends on this ship." said Kevin as he talk like the ship's captain over a PA.

"Heh-heh. I love it when you call me your girlfriend." smiled Gwen as she kiss Kevin's cheek.

"You know, I didn't expect to see a Osmosian Hybrid such as you. You really cause some damage to the galaxy and misused my kind's power." said Tetrax as he gave Kevin a cold shoulder.

"Tetrax! Enough!" growl Gwen. Tetrax got wide-eyed and sweated a bit when he saw Gwen's glare.

"L-Let's just get out and find the Plumber." stammered Tetrax.

" _Ha ha ha!_ " laughed Omni when she saw Tetrax's face.

"Shouldn't we check-"

"Kevin, the planet is filled with vegetation. So it's breathable." said Gwen as she open the door. Once they step outside, already the natives surrounded the ship. The natives look just like Blossom Rose but different as they have different looks and flowers on their head. They all greet Tetrax, Gwen, Omni & Kevin.

"Welcome to Planet Plant, visitors!" chimed the young Plantosapien with sun flower "hair".

"Will you like some drink, dear?" ask the eldest Plantosapien.

"Please stay for a while." smiled a 5-year old Plantosapien with a flower bud "hair".

"Wow, Blossom Rose's species." muttered Gwen in awe.

"Thank you ladies. We'll stay for a while but is there a Plantosapien who was a Plumber?" ask Tetrax.

"Plumber? Oh you mean my Mommy? Yeah, she's in the village. Follow me!" chimed the little Plantosapien as she ran ahead. Tetrax, Kevin & Gwen followed her. As they walk through the village, Kevin look around, seeing the Plantosapiens buying vegetables, planting seeds, etc. Gwen, however, kept gazing at her Omnitrix, which it's still beeping but slowly and deep. The meter hasn't moved an inch. She wonder if she can still transform but her thought was interrupted by Kevin.

"Yo, Gwen? Are you okay?" ask Kevin.

"I'm okay." sighed Gwen.

" _I wanna live._ " whimpered Omni. Suddenly there was a thunderous roar and everyone panicked. The woman shout 'Leafcutter' and bursting out of the forest was a giant praying-mantis-ant hybrid. It screeched as it charge toward the Plantosapien..

"Run for your life!" scream the Plantosapien #1.

"Kevin, we must help them!" said Gwen.

"Okay, but don't use Blossom Rose. I think that thing is their predator!" said Kevin as he absorb the wood matter and gain wood-like armor. Gwen just released a green light and morph into...

" **Four Arms!** " boomed the female Tetramand. She grabbed Kevin and threw him like a missile. He rammed his fists against **Leafcutter**. It shriek in pain than grabbed Kevin with its pincer-like arms and start clipping him apart.

"Guys, little help here!" grunted Kevin.

"On it!" Tetrax thrust his hand and fired a series of crystal shards at the Leafcutter. It stabbed it repeatedly but it continue to crush Kevin and was about to bite until Kevin absorb the shard's matter, gaining crystal armor. The Leafcutter bit Kevin then scream in pain as its teeth was shattered from chewing the crystal hide. Kevin broke free, land on his feet and shoulder charge the beast's leg, forcing it to fall on its face.

"Take this!" grunted Tetrax as he lifted his hands up slowly and three giant crystal shards emerge from the ground. He levitate them then tossed them toward Leafcutter and Four Arms jumped toward it, swung her fists down and shattered the crystal shards, sending rain of crystal shards down, impaling the beast while it shriek in pain.

"Light the torch!" shouted Kevin. Four Arms landed on the ground and morph into...

"Time to crank up the **Heatblast!** " grinned the Pyronite as she channeled the flames into a concentrated fire-ball and tossed at Leafcutter. It impacted it and burst into flames. It screech in pain as the flames burn its hide than dropped dead. She then transformed into a humanoid alien with Fushia skin, red-hot pink hair, two pink butterfly wings, two antennas and two green bug-like eyes. She wore the same uniform as Stinkfly but has a skirt and she wore the Omnitrix symbol on her chest.

" **Battlefly!** " shouted the new alien as she spun her arms in circular motion, releasing burst of tornado that blew out the fire then she morphed back into Gwen. Kevin dissolve his crystal armor and gave her a love tap on her shoulder.

"Nice move." smirked Kevin.

"You're not so bad yourself." winked Gwen. Then everyone cheered and the girl who was leading them to the Plumber ran up to them.

"Wow! You guys defeated the Leafcutter so easily. And that was so cool, I mean, you turn into a Tetramand, threw the Osmosian at the monster, then he shoot crystal shards, he absorb it and beat him up, then he threw three giant crystal, then you shatter it into pieces that stab that monster, than you turn into Pyronite and roasted him! This is the best day of my life!" squealed the Plantosapien child.

"Uh...thanks. What's your name? My name is Gwen Tennyson and this is Kevin Levin & Tetrax Shard." smiled Gwen.

"I'm **Ma'Dow** but call me by that cute Earthling name, **Rosy**." smiled Rosy. "Come on, the PLUMBER is over there." As they followed, Gwen gazed at her Omnitrix. The meter has already moved up to 3. Gwen was afraid of that, transforming into an alien cause the timer to accelerate.

* * *

They arrived at the meadow where a big house was located and found a 24-year-old Plantosapien with a sunflower "hair" watering the plants.

"There she is. That's **Su'Flow**. Mommy!" shouted Rosy as she ran to her. Su'Flow turned her head and smiled at her. **(Her name is almost like saying 'sunflower')**

"What is it, Rosy?" ask Su'Flow.

"A Petrosapien, a Osmosian and an Alien Changeling are looking for you! The Alien Changeling's watchthingie has the PLUMBERS badge on it!" chimed Rosy.

"Petrosapien? Tetrax Shard is here?! Okay, bring him here!" said Su'Flow. Rosy brought Tetrax, Gwen and Kevin to her.

"Su'Flow... It's been a while since I left. You're still beautiful when we first met." sighed Tetrax when he saw her.

"Nice to see you again, Tetrax. But I'm still angry with you." frown Su'Flow.

"I know and I-"

"You don't know how much I suffered of staying here, lying to my people while trying to take care of o-Who are these two?" asked Su'Flow as she notice Gwen and Kevin eavesdropping their conversation.

"I'm Kevin Ethan Levin, son of the former Magister Devin Levin." said Kevin.

"Former? What happen to your father?" ask Su'Flow.

"He's...dead." said Kevin slowly.

"Magister Levin got killed by Ragnarök." answered Tetrax.

"I'm sorry, I haven't heard. And you, young lady?"

"I'm Gwen Tennyson, granddaughter of Magister Tennyson." said Gwen.

"Ah, Max Tennyson. So he gained the Magister rank. He's a good Earthling. Is that what I think it is?"

"Yes, the Omnitrix. Azmuth built it to transform user into different alien species by fusing their DNA samples with the user's. It also have my DNA and yours." explained Tetrax.

"WHOA! You mean she can turn into us?!" exclaim Rosy.

"Amazing. Azmuth really made some powerful device. So what brings you here?" ask Su'Flow.

"Tetrax told us you know where Galvan Prime is." answer Gwen.

"Yeah, I know where it is. But why?"

" _I'm gonna blow up!_ " panicked Omni. Gwen shook her head and began to explain.

"A man named Dr. Animo created a DNA bomb. I disable it as Grey Matter but the DNA wave damage the Omnitrix and activate the Omnitrix's Self Destruct program. And we believe Azmuth is the only one that can stop this." explained Gwen.

"Okay I will show you how to find him but I believe we have company." said Su'Flow as she looked up. Gwen & Kevin turn around, looked up and saw a large battleship in the sky. A pod fired from the ship and land in front of the heroes. The pod open up and Gwen & Kevin remain in shock as a giant figure emerge from the pod. He spoke in a raspy voice.

"Tennyson, we meet again!"

"VILGAX!?" exclaimed Gwen & Omni.

* * *

 **Axle- Commercial break! X3**

 **Kida- Gimme that remote!**

 **Axle- Nah-huh! *evil grin***

 **Kida- Got it. *press play***

 **Axle- Huh!? How did-**

* * *

"VILGAX?!" gasped Gwen and Omni.

"How did he got out of the Null Void?!" cringed Kevin in shock.

"Tennyson! Give me the OMNITRIX!" growled Vilgax.

"That device does not belong to you!" shouted Tetrax as he charged toward Vilgax and threw his punch but Vilgax grab his fist, increase his powers by inserting the steroid pumps into his arms and crush his hand. "GYAH!" grunt Tetrax before Vilgax connected his punch against his face and sent him flying until he crash through the houses.

"TETRAX!" gasped Su'Flow.

"DADDY!" panicked Rosy.

"'Daddy'?" wonder Kevin.

"I should've known you were a PLUMBER, Tetrax! Now Tennyson, give me the Omnitrix!" growl Vilgax.

"Tell that to..." Gwen slammed the Omnitrix core and she engulf in bright green light.

Her arm's blood vessel become overflowing and travel up to her eyes. She clutched her eyes close than shot them open. Her hair become long brown quills, grew spines and her body become covered in light brown fur. She spun once and strike a pose.

" **Needle Mouse!** " shout the Hedgesapien as she curled up into a ball and spin dash toward Vilgax but Vilgax grabbed her with one hand and halted her attack.

"Nice try!" chuckled Vilgax.

"Oh really?" asked Needle Mouse as she become covered in bright green light and she morph into...

" **Buzzshock!** Heh heh heh!" giggled the mischievous Nosedeenian as she thrust her hands and fired a blast of lightning bolts.

"Graagh!" growl Vilgax as he staggered back than slam his fists against the ground, sending shockwave toward Buzzshock but she turned into a surge of electricity and tried to make fun of Vilgax by zapping his face but Vilgax grabbed her and threw her away. Vilgax charge toward Buzzshock while she quickly morph into...

" **Fembot!** " shout the **Vehicoid** as she disassembled into a series of pixel blocks, merged together and transformed into motorcycle then speed away from Vilgax, power slide in 180º and charged toward Vilgax, blasting him with missiles and laser beams. Vilgax got flinched by the blasts but he resume his charge so Fembot transformed into her 30-foot tall robot and land a powerful punch. Vilgax counter with his own punch and cause a powerful shockwave. Fembot continue punching Vilgax but he brushed off the attacks and head butted her into the rocks, shattering it into pieces. Tetrax recovered and Su'Flow ran to his side.

"Tetrax? Are you-"

"I'm okay. I have limited regeneration." grunt Tetrax as he regenerate his missing hand. Before he stand up, Kevin stood in front of him.

"Will you mind explain me why Rosy just called you 'Daddy'?" asked Kevin.

"Now it's not the time!" said Tetrax as he created a crystal shard and give it to Kevin, who absorb its matter and gain crystal armor. He morphed his hand into a hammer and joined with Tetrax to attack Vilgax. Vilgax tried to touch Fembot's Omnitrix symbol to transform her back but Tetrax blasted him with a hand cannon then, while he's distracted, Kevin merged his arms as one, stretched it far and rammed his hammer against his face, knocking him down. Su'Flow slammed her hands into ground and summoned two powerful vines that wrap around his body, than she bend her head forward and fired a barrage of solar energy bolts.

"GRAAHH! I had enough!" growled Vilgax as he snap free and stood back on his feet. Suddenly Vilgax's ship exploded from the sky and everyone stop their fight as they look up.

"What?! My ship- Who-" stammered Vilgax.

"That will be me." answered someone. Everyone looked to the direction of voice and saw a mysterious figure wearing black armor, black gauntlets, violet boots and black-purple leather jacket. His face was covered in black-violet mask with two green eyes. Around his armor are purple tubes that are connected to his body. The tubes are connected to the center of his chest.

"Who are you?!" snapped Vilgax.

"I am **Ultimo** , the most powerful warrior of all multiverse! I came here to mutilate you, Vilgax." answered Ultimo with a sadistic grin under his mask. He remove a protection cap off his chest and reveal a Omnitrix symbol! **(A/N: It's colored black/purple)**

"The Omnitrix?!" exclaim everyone, including Omni and Vilgax.

"You're half-right. It's called the **Giga Omnimatrix** or **Gigatrix** for short. It contain 10,997 plus 3 more I manage to obtain here. I can use any alien powers at will, whenever I want. Observe!" shout Ultimo as he turned his Gigatrix clockwise, the core popped out and he slammed it in. The Gigatrix released a burst of purple light and Ultimo's body start changing: his arms become bulky and his fingers sharp itself to point, four spike-like dorsal fins grew out of his back and the mask reveal four narrow vents.

" **Articguana!** " shouted Ultimo as he breathe cold vapor from the vents.

"That's Articguana?!" wondered Kevin.

" _He doesn't look like one but he shares some parts of Articguana._ " said Omni.

"Pathetic! I will destroy you first!" growl Vilgax as he charged toward Ultimo but he breathe a powerful ice-beam and turned Vilgax into a human ice figure.

"I told you, I'm here to mutilate you." His body released another bright purple light. He reverted back to normal then he grew two blade-like overgrowth on the back of his arms and his boots morphed into talons.

" **Kicking Hawk!** " chuckled Ultimo then he charge toward him and swung his arms wide. He zip pass Vilgax and skidded to a halt. He stood firmly and revert back to normal. Vilgax suddenly got sliced into million pieces.

"He...killed Vilgax!" gasped Tetrax.

"Incredible..." mutter Fembot.

"Now it's your turn, Gwendolyn Tennyson!" said Ultimo as he walk toward Fembot.

"How did-"

"Oh, I know everything about you, Gwendolyn. But I'll shall be the only one, TRUE Gwen 10!" growl Ultimo.

"What? Are you-" Before Fembot answer, Ultimo removed his mask and reveal himself as...

"GWEN?!" exclaimed Kevin, Tetrax and Su'Flow.

"Exactly!" grinned Ultimo, whose face resemble Gwen 10,000, except she has short hairs with bangs and has black vein-like marking on her eyelids. Her eyes are pure violet. "And it's nice to see my husband's young self."

"H-Husband?!" exclaim Kevin & Fembot as they gazed each other.

" _Hey, no spoiler!_ " said Omni.

"Shut up, Omni! You don't need to know anything except _I_ created the Gigatrix myself so I can gain massive powers without transforming into an alien. Together, Kevin & I becomes **Khaos** & **Ultimo** and we destroyed my pathetic cousin and his wife. However their children, named after their cousin and me, fled using Chronain's power. I start chasing after them until I found you guys so I decide to get rid of you first. My husband was just having fun at Dimension 2, wrecking havoc like there's no tomorrow." grinned Ultimo.

"Let's see if you can when you face..." Fembot morphed into...

" **Battlefly!** Oh man, I mean **ConquerFrog!** " moaned ConquerFrog as she realize she mistransformed.

"KYAH HA HA HA HA! Oh, that is rich! Your stupid Omnitrix was so inferior, she can't even give you the right form!" laughed Ultimo like a crazed, mad woman.

"SHUT UP! DON'T YOU DARE INSULT OMNI!" snapped the Incursean as she leapt toward Ultimo and kicked her into the boulder hard, smashing it into bits. Ultimo shook off the attack then engulf in bright purple light. Her arms become bulked again but she also grew larger and her hands become metal claws with pressure pumps on the back of her elbows and grew a tail.

" **Armodrillo!** " shouted Ultimo as she slammed her hands against the ground and unleash a powerful tremor. ConquerFrog jump up, shoot her tongue out & wrapped around Ultimo's neck. However, Ultimo grabbed her tongue and gave a devilish grin.

"Not so tough now that I got your tongue?" grin Ultimo.

"Oh...man... Lat...ghoo! Lat ghoo, ribbit!" croaked ConquerFrog. Ultimo yanked her in, clothesline her and she crashed against the rocks.

"Gwen!" growl Kevin as he attack Ultimo but she grabbed Kevin and slammed him on the ground. Than she sat on Kevin's back and she gave a seductive grin.

"I'll give you the same love I gave to my husband when we were training." said Ultimo. Kevin become very scared and start sweating. Ultimo placed her fist on Kevin's head and she start vibrating her arm with a jack hammer sound. Her attack start vibrating Kevin's body that it's hurting him badly.

"O-o-o-o-o-w-w-w!" groan Kevin.

"Ooh, that's the same satisfying response my husband gave me!" sighed Ultimo. "What else shall I hit?" wonder Ultimo. Kevin quickly roll forward and Ultimo fell on her butt. Kevin morphed his hand into a hammer and slammed her face but no damages.

"N-No way!" gasped Kevin.

"That shall cause you an extra pain." smiled Ultimo as she stood up, release another pulse of purple light then she revert to normal and her armor gain headphone.

" **Echo Echo!** YYAAAAAHHH!" screamed Ultimo and her sonic scream gave Kevin extreme pain since he gained the crystal skin of a Petrosapien. Before she resume her attacks, Tetrax grabbed her and threw her aside. She backflips and land on her feet. She grabbed her headphone and tosses them at Tetrax. They fired sonic blast and knocked Tetrax unconscious as well as giving him huge damages.

"Tetrax! NO!" screamed Su'Flow.

"Ugh..." groan Gwen as she woke up and look at her Omnitrix. It's still pulsing orange but it gave a beep to tell her it's now active and the meter moved up to 4.

" _We need to take her down fast!_ " said Omni. Gwen nodded as she pressed the button and start rotating the ring dial until she found her desired form.

"This will do!" smiled Gwen as she slammed the core down. A bright green light was seen from the hole than the boulder exploded into pieces. Ultimo stopped what she's doing and check what was that explosion. There was a huge firewall surrounding the area Gwen was than a huge fireball was shot from the firewall and blast Ultimo away. Emerging from the flame was an alien that resembled an anthropomorphic fox. She have flame marks on her paws, waist and tail. She wore the same uniform as ConquerFrog's and wore the Omnitrix symbol on her right paw.

"Whoa! This new alien pack some fire power! Prepare to face **Firefox!** " grinned Firefox in Austria accent.

"Grah!" roared Ultimo as she burst out of the ground. She then become an embodiment of purple light. Nothing change after the flash of purple light.

" **Diamondhead!** " boomed Ultimo then she thrusted her hands forward and fire a barrage of crystal shards. It made contacted and exploded, sending dust in the air. The dust was cleared out when Firefox swung her arm.

"Nice try, fool!" smirked Firefox than she charged toward Ultimo. Ultimo slammed her hands against the ground and summon a huge field of crystal shards. Firefox evaded and jump over every crystal fields as she approach more closer to Ultimo. Ultimo created two super giant-sized crystal shards and threw them at Firefox. She quickly land on one shard, run across on four than jump to the next one. She repeat the progress with the second shard than she jump forward and tackle Ultimo. She bite her arm and start chewing it.

"Gah! Let go, you stupid animal! Let go!" growled Ultimo. Firefox notice Ultimo's hand started glowing so she open her mouth and blast her with a powerful flamethrower while propelling herself up. She somersault forward, land on the ground, made 180º turn and blast Ultimo with another attack, this time a spray of fire embers.

"Argh... Huh?!" Ultimo looked up and saw Firefox holding a giant boulder.

"You are terminated!" joked Fire Fox as she slammed the boulder on Ultimo. She land on the rock and morph back into Gwen.

"Yes!" smiled Gwen.

" _Alright! Nice job using the **Foxsapien**._" said Omni.

"Su'Flow, Tetrax, Gwen, we must head back to the ship and find Azmuth before she wake up!" shout Kevin. Su'Flow carried the wounded Tetrax to his ship and Gwen and Kevin followed. She couldn't find Rosy but Su'Flow said she sent her home when Ultimo killed Vilgax. They enter the ship and quickly enter hyperspace after they exit the planet.

* * *

# _Planet Pissciss_ #

They arrived from hyperspace, enter the planet's atmosphere and dove underwater. As they travel underwater, Kevin turn off the ship, surprising everyone.

"Kevin? What are you doing?!" asked Gwen.

" _Yeah. What up?_ " agreed Omni.

"I'm not moving this ship until Tetrax and Su'Flow tell us something we don't know!" growl Kevin as he crossed his arms.

"Why?!" asked Gwen.

" _I'll go Silent Mode_." said Omni.

"We have a stowaway here." frown Kevin as he brought Rosy in, which surprised Tetrax and Su'Flow.

"Ma'Dow!?" gasped Tetrax and Su'Flow.

"Hi." smiled Rosy timidly.

"But why, Kevin?" ask Gwen again.

"STOP ASKING WHY, GWEN! TETRAX IS HIDING SOMETHING FROM US AND WE ARRIVE ON THIS BACKWATER PLANET INSTEAD OF PLANET GALVAN PRIME! I DEMAND AN ANSWER!" shout Kevin in anger that Gwen gave him a slap across his cheek.

"Don't you ever, ever yell at me!" snapped Gwen. Both Kevin and Gwen exchange death glare at each other, with Kevin's arm already covered in metal and Gwen ready herself to press the Omnitrix core.

"Make you move, Gwen!" growl Kevin as he ready his punch.

"I will hurt you bad, Kevin!" hissed Gwen.

"ENOUGH!" screamed Rosy. Kevin & Gwen look at her and she was crying. "Why you two start fighting each other? We should working together, just like my Mommy and Daddy once did. I always hate Daddy because my Mommy told me he abandoned us but I dreamt for so long to finally meet my Daddy and now...now everyone start fighting and hating each other! It's not fair!" cried Rosy as she start sobbing heavily then Su'Flow hugged her to comfort her. Kevin and Gwen look at each and exchanged sad expression. Gwen lower her arms and the Omnitrix core return to its normal position & Kevin shook her hand to dissolve the metal from his arm.

"I-I'm sorry for yelling at you, Gwen." sighed Kevin.

"And I'm sorry for slapping your cheek." said Gwen as she held Kevin's hands and give him a sad smile.

"Kevin is right. I own them an explanation." said Tetrax as he stood up from his seat. He clear his throat as everyone sat down and listen.

"I'm part of the PLUMBER. Well, _used_ to be part of the PLUMBER. I met Su'Flow during our mission and... we began to fell in love and got married. She got pregnant so we retired for a while and, 5 months later, Ma'Dow was born. However, the Plantosapien's Life Cycle said they reproduce asexuality by absorbing pollens in the sacred place than spawn a seed from their...uh... Ahem! Anyway, I broke their sacred life cycle so I was forced to abandon them and I've never get the chance to spend time with my daughter. I become a bounty hunter to continue helping the PLUMBERS unnoticeably." explained Tetrax.

"Oh." reply Gwen and Kevin as they now understand.

"But than why you help Vilgax?!" asked Su'Flow bitterly.

"I didn't. I was sent to retrieve the Omnitrix and prevent Vilgax from getting his hands on it. To not be suspected, I posed as a hired bounty hunter looking for money." answered Tetrax.

"Oh... and that's why you left? Why didn't you tell me?" ask Su'Flow.

"Your mother threaten to kill me as she showed me the sonic vibration device you store away. I may be durable and powerful but sonic vibration are my kind's weakness. But once this is all over... I'll return to my home planet, **Petropia**." said Tetrax.

"NO! Stay with me, Daddy! I want you to play me, tell me stories, teach me how to use my special powers and then you can come with Mommy and we'll have fun on, what you Earthling called, amusement parks on Earth!" smiled Rosy. Tetrax look at his daughter then at Su'Flow. She was about to cry but she manage to hold it back.

"I'll think about it." smiled Tetrax as he pat Rosy's rose bud "hair".

"Okay, one more question: Why are we in this water planet?" ask Kevin.

"While I was scanning the DNA signature of Azmuth, I found out he was here, under the ocean surface of planet Piscciss. However we must find the city of Piscciss Volann so they can tell us exactly where he is." answer Su'Flow.

" **Mermaid** 's race? Cool!" smiled Gwen.

" _If I don't blow up..._ "

"Then let's go." smiled Kevin as he turned the ship back on and they resume guiding the ship across the underwater canyons. They discovered a group of large golden bubbles with cities inside. They entered through the bubble barrier and land the ship. Gwen & Kevin exit the ship while the trio stay behind. However, Rosy wanted to go with them as she want her parents have a private talk.

They walked across the city and saw many version of Piscciss Volann. Gwen saw two female Piscciss Volanns arguing over a male Piscciss Volann, who was trying to calm them down but failed as they start displaying their sharp fangs and pounced each other, fighting while the male face palmed. Kevin saw several Piscciss Volann children playing in the aqua tank, playing tags, throwing beach balls, etc. He even saw two matured Piscciss Volann couples in a loving embrace, with her anglers wrapped around the male's angler.

* _Guess that's how they kiss._ * thought Kevin.

" _Judging from the appearance of Ultimo, she's from the future._ " said Omni as she and Gwen are talking about Gwen's evil double.

"So, she was born in a new alternate future?! But why?" asked Gwen.

" _Maybe if we see Prof. Paradox or Chronos, we'll ask them._ " said Omni.

While Kevin & Gwen talked to different Piscciss Volanns for the whereabout of Azmuth, They saw something that surprised them. A female "Vilgax" walking through the town. Kevin & Gwen prepare themselves to attack until they fainted anime-style in shock when they saw Rosy walk up to her.

"Hello, Miss! Can you tell me where is the First Thinker?" asked Rosy.

"Yes, I know where he is, little one. He's having a meeting with **King Jaws** & **Queen Ursula** about the missing Galvan technology they lost, thanks to that brute monster from the abyss. Why?" ask the female "Vilgax".

"My friends need a little help from him. You see, her Omnitrix was in Self-Destruct Mode and it will blow up if not stopped." smiled Rosy.

"What?! The Omnitrix?! Self-destruct?!" exclaimed the Chimera Sui Generis. "Let me see it!" Gwen & Kevin walk up to her cautiously and introduce themselves.

"I'm Gwen Tennyson and this is Kevin Levin. Forgive our rudeness but you almost look like Vilgax." said Gwen.

"Yeah, it happens alot." sighed the Chimera Sui Gerenis with a smile.

" _Do I know you?_ " asked Omni.

"Well, hello there, Omnitrix. How are your programming?"

" _Not too well. My programming are not 100% because it still has some bugs, such as mistransformation, blah blah blah. There are things that not even I don't know. And worse... I'M GONNA BLOW UP!_ " panicked Omni.

"Calm down. Since the timers are very slow-"

" _It's already 10 meters! 2 more and good-bye galaxy!_ "

"Well, it will slow down if you stop transforming. Now tell me what happen before the S.D.M. was triggered."

"Well, we visiting Planet Khoros to find a Tetramand-based engine for some special project and... Blah blah blah..."

...

After long explaination...

...

"So we're hoping he might help." said Gwen.

"Well, I'm Azmuth's assistant and I helped him to deliver 1,000,883 DNA samples to **Planet Primus** , where I created the Codon Stream but he's the one who installed that program so I'll let him know. Oh and by the way, I'm **Myaxx!** " smiled Myaxx as she walk away.

"1,000,883 DNA samples?! That's beyond 10,000!" gasped Gwen in awe.

"That's overkill, no?" asked Kevin.

"She's nice. Not like that Vilgax meanie!" smiled Rosy. As they wait, the explosion was heard and smoke erupted from the city. Gwen, Kevin & Rosy look behind them and saw the wall of flames. The guards tried to checked what cause the explosion then two flamethrower blasted them away. Then a mysterious attacker emerge from the flames.

"Ultimo!" gasped the trio.

"Gwen 10, Kevin 11... and the little one. You thought you defeated me? Think again! Prepare to die! HA HA HA HA!" laughed Ultimo as she ignited her arms into magma-like flames, thrusted her hands and threw a huge fireball.

"Watch out!" shouted Gwen as she step in front and slammed the Omnitrix core. She morph into...

" **Frostblight!** " shouted the Cyrosprite then she quickly breathe ice blast and turned the fireball into vapor. She then morphed into...

" **Unitaur!** " shouted Unitaur as she pulled her horn out, extended it into a lance then spun it around and drop in fightning stance.

"Hmph-hmph! So you wanna fight me that badly? Fine, then. Meet my fury!" grinned Ultimo as she gave a psycho grin. She released a burst of purple light then her body gained increased muscular mass and she grew a long black claw on each knuckles.

" **Rath!** " roared Ultimo then both Ultimo and Unitaur charged toward each other and clashed their weapon against each other, releasing a massive sparks.

* * *

# _20 minutes earlier_ #

Back inside Tetrax's ship...

"Tetrax... I-"

"I'm so very sorry, Su'Flow. I know how hard you struggled to raise our daughter in the outskirt of the village, being an outcast and all. If we haven't met, none of that would've happen to you." sighed Tetrax as he looked away.

"If we haven't met, I will never know what true love is! I even gave birth to our daughter just like the Osmosian, Earthling and others for first time, yet I have to go through that pain! I was so angry that you left me alone, making me feel just like the rest, reproducing without a mate!" argued Su'Flow as she sheds tears.

"But-"

"I don't care what they did or how they treated you! We should've live together, at the PLUMBER Base or Earth. I want to be next to...you... I love you." whimpered Su'Flow as she start crying and covered her face with her hands. Tetrax slided his finger under her chin and tilted her head up so they face each other eye-to-eye.

"How I miss those words. I'm so sorry, Su'Flow. And I love you." smiled Tetrax. They lend their head closer and closer until their lips met. They start kissing in deep passion as Tetrax wrap his arms around Su'Flow's waist while she wrapped her arms around his neck. Suddenly their kiss was interrupted by an explosion.

"What was that?!" exclaim Su'Flow.

"Let's go!" said Tetrax as they exit out the ship.

* * *

# _Now_ #

"Take this! **Horn of Friendship!** " Unitaur thrusted her lance forward and fired a powerful energy ray, pushing Ultimo into the nearby building. Ultimo stood up and brush off the debris.

"Nice try, Gwen!" smirk Ultimo as she slammed her claw into the ground and send powerful tremor, causing Unitaur fall off-balance and land on her side.

"Ugh!" grunted Unitaur as she struggle to get back on her hoofs. Ultimo chuckled for a while then she released a flash of purple light. She retracted her claws and her suit constructed a second pair of arms.

" **Four Arms!** " Ultimo charged toward Unitaur and rammed her fists against her chin, sending her flying into the palace. Unitaur crashed into the throne room where King Jaws, his wife and daughter are, as well as Myaxx and a very aged Galvan, who wore green/black robe and has green eyes. King Jaws was more muscular than Ripjaws, wore golden armors & wield a trident while Queen Ursula wore beautiful armor with rare jewels and have two anglers tied together. Their daughter, **Princess Ariel** , looks just like Mermaid except she, too, wore beautiful armor with gold, emerald and ruby seashells.

"Ow..." moaned Unitaur as she morph back into Gwen.

"That's her, **Azmuth**. She possesses the Omnitrix." said Myaxx. The old Galvan observed Gwen and gaze at the Omnitrix.

"Abort Self Destruct 000-0 Abort." said Azmuth. the Omnitrix beeped in confirmation and the core turned back into green color.

" _I'm saved!_ " cried Omni.

"Whew, thanks, uh... Azmuth!" smiled Gwen.

"I sent this Omnitrix to Max for safe keeping but when Xylene said it strapped on you, I was less worried but nonetheless, I'll remove this." said Azmuth as he remove the main part of the Omnitrix.

"HEY! I need that part!" shouted Gwen.

"I must equip it with some protection so only the voice command can activate the Self-Destruct Mode." scowled Azmuth as he took out his tool box and start fixing it.

"Don't worry, he'll fix it in a jiffy." smiled Myaxx. Suddenly Kevin went flying in the palace, smashing through the wall while holding Rosy as he protected her from Ultimo's attack using the energy shield. Ultimo smashed through the wall in her default form.

"Come on, my husband put up a better fight!" smirked Ultimo.

"How dare you enter the palace of King Jaws!?" growl King Jaws.

"Ooh I'm scared!" mocked Ultimo. Azmuth looked at Ultimo and was shocked to see the Gigatrix.

"What kind of Omnitrix is that?!" asked Azmuth.

"It's my own invention, the Giga Omnimatrix! And it's more better than yours, Azmuth. Now who should I kill? Azmuth, Myaxx, young me, my young husband, the Plantosapien or... Heh heh heh!" Ultimo slammed her Gigatrix core and she burst into purple light. Her body released a burst of electricity and gained a lightning crest on her forehead.

" **Shocksquatch!** " grinned Ultimo as she extended her hand forward and ready herself to discharge lightning bolts at Princess Ariel.

"Stay away from my daughter!" growl King Jaws as he dart toward Ultimo but she landed a electric-charged slap and send King Jaws crashing into the wall.

"Jaws!" gasped Queen Ursula.

"DAD!" gasped Ariel.

"I'm gonna have some fried fish!" sneered Ultimo. Suddenly a young male Piscciss Volann with short sharp fangs and less muscular then Ripjaws appeared and grabbed her arm with his jaws. "ARRGH!" growled Ultimo.

"Hurt the Princess and I'll tear you apart!" growled the Piscciss Volann as he slammed her against the wall then she stood up and headbutted him away.

"That's it!" Ultimo released a purple aura then her teeth grew longer and sharper. She grew gills on her neck then gain half of her helmet which grew two mechanical anglers. " **Mermaid!** " screeched Ultimo as she lunged toward the Piscciss Volann and landed a massive bite on the latter's shoulder.

"ARRGGH!" screamed the Piscciss Volann then Ultimo slammed him against the floor then pressured her foot on his throat with a sadistic grin on her face.

" **MEGA-LO!** NOOOOO!" Ariel screamed so loud that her sonic shrill blasted Ultimo away but she somersaulted, landed on the wall, causing the wall to crack by the pressure. Before she switch powers, Tetrax appear from the nearby door, tackled her through the wall, crashing out the throne room and into the hallway. Tetrax pinned Ultimo down and start punching her.

"Not so tough now, eh? You can't do nothing without your Gigatrix!" grunted Tetrax as he continue jabbing her.

"Fool! I'm more powerful than Gwen 10!" boomed Ultimo as she grabbed Tetrax's fist, crushed into pieces and she threw him aside. Tetrax crashed hard on the wall and, before he recover, Ultimo dashed toward Tetrax and land a powerful thrust punch, sending him flying through the walls. Su'Flow arrived and fired a barrage of solar energy bolts at Ultimo but she withstood that and ripped the pillar off then threw it at Su'Flow. She got hit hard and crashed at the far end of the hallway. She dash toward the Plantosapien and rammed her fist against her stomach, smashing her out of the wall and into the next building.

"Ow... Sorry Gwen. I did my best but then she tried to kill Rosy and I took the hit for her. Good thing Looma gave us that shield." grunted Kevin as he tried to stand up.

"It's okay, Kevin. Azmuth, is it ready?" asked Gwen.

"Yes, it's ready but I demand an explanation! Who is that woman?" asked Azmuth.

"That's Ultimo, the evil version of me from the future, She came out of nowhere and she easily killed Vilgax." answer Gwen.

"Vilgax's dead?! Now Vilgaxia lost their protector!" gasped Myaxx.

"What?! Vilgax tried to conquer the whole galaxy!" growl Gwen.

"I know but he cares for his people and his home world. Now with him gone, we are vulnerable for invaders." explain Myaxx.

"Then you have to stop her. Here!" Azmuth restored the Omnitrix by inserting the core back and it turned back on.

" _Omnitrix Online!_ " said Omni.

"Yes, we're back in action!" smiled Gwen.

" _I feel like brand new!_ " chimed Omni.

"Here, try using this girl. If Ultimo can use all aliens in one body, then so can this one." smiled Azmuth as he rotated the ring dial until it show a silhouette of a mechanoid-like being. Azmuth jumped up and pressed the core down. Gwen's body release a bright green light.

Her arms convert into giant mechanical arms, her legs become bulked mecha-legs, her back grew four cable plugs and her upper body become mechanical torso. Her head become covered in battle mask and her green eyes shine through the black visor. She wore the Omnitrix symbol on her forehead then she spun around and struck the same pose as Upgrade.

" ** _Grid Master!_** " shout the mechanoid alien with a synched voice of Gwen and Omni.

"Whoa!" exclaimed the Royal Family, Myaxx and Kevin.

"Awesome!" smiled Rosy.

* * *

On the street, Su'Flow tried to stand up but she got smack by a metal pipe wielded by Ultimo. She start laughing evilly.

"Ha ha ha! MWAH HA HA HA! KYAAAAAH HA HA HA HA! How pathetic and weak you are." smirked Ultimo.

" ** _Hey, Ultimo. Fight me!_** " shout a voice. Ultimo turn around and saw Grid Master then scoffed and crossed her arms as she saw the symbol.

"So you gain a new alien form. So what." Ultimo turned her Gigatrix clockwise, the core popped out and she slammed it in. She exploded in purple light and her eyes now release lightning surge.

" **Buzzshock!** " shouted Ultimo as she thrusted her hands forward and fired a electrical beam. Grid Master's Omnitrix symbol start glowing than her monitor-like face displayed a Conductoidicon. She extended her hands forward and absorbed the electrical beam. "WHAT?!" gasped Ultimo.

" ** _Right back at'cha!_** " smirked Grid Master as her face switch into Galvanic Mechamorph icon then a green circular eye and, using the added powers of the absorbed attack, unleash a powerful energy cannon.

"GAH!" screamed Ultimo as she got blasted into the building. She immediately released a purple light then her armor grew a metal tail and created orbs on her feet. " **XLR8!** " growled Ultimo as she charge toward Grid Master at supersonic speed. Grid Master's face switched into Tetramand icon and ready her punch. When Ultimo was within the no-dodge zone, Grid Master swung an uppercut. Everything went slow-mode as Grid Master's fist connected to Ultimo's chin and released a shockwave. Ultimo rocketed up at intense velocity, phased through the barrier, bored through the cavern's ceiling all the way to the surface, burst out of the water and was about to continue flying upward until she regained control, somersaulted and released a purple flash of light. She now has four metallic-insectoid wings then it transformed into two large turbine engines.

" **Biohazard!** DAAAAAAAAMMMMMMIIIIITTTT! WHERE DID SHE GET THAT FORM WHOSE POWERS MATCHED MY GIGATRIX?!" snapped Ultimo in pure rage. Suddenly Grid Master warped in front of her instantly.

" _This is not any normal alien!_ " said Grid Master in Gwen's voice.

" _This is the from where we combined our powers as one!_ " shouted Omni.

" ** _Together! We are Grid Master! Feel our awesomeness powers!_** " shouted the girls in unison.

"SHUT UP! I AM THE STRONGEST GWEN 10 OF ALL!" roared Ultimo as she transformed her arms into two giant mechanical fists then threw her first punch. Grid Master quickly caught it then she threw another punch and she caught it as well. "LET GO OF MY ARMS!" demanded Ultimo.

" ** _Certainly._** " smirked Grid Master as she knee Ultimo's face so hard, she unleashed a sonic boom as she got propelled to the sky then a To'kustar icon appeared, crossed her wrists and it began to glowed lime-green. " ** _Cosmic Beam!_** " shouted Grid Master as she unleashed a powerful cosmic energy wave from her crossed wrist. It struck Ultimo head-on as she failed to guard up.

"KYAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHH!" screamed Ultimo as her body got bathed in a massive energy then she instantly disappeared as the beam rocketed through the sky.

" ** _YES!_** " Grid Master cheered as she fist-pumped.

* * *

Back at the underwater city...

"We are in your depts, Gwen 10. You have saved us from that vile beast." said King Jaws.

"Thanks Azmuth. If it weren't for him, I wouldn't have unlocked Grid Master, not mention of deactivating the Self-Destruct Mode." smiled Gwen.

"Well, I am needed elsewhere so if you excuse me." said Azmuth as he teleported away.

" _Dad is a little rude._ " said Omni.

"He may behave that way but he is a brilliant scientist and he was graceful that you used the Omnitrix for good. Now, I must returned to Vilgaxia and...give my people a bad news." said Myaxx as she teleported away as well.

"So, let's go home." smiled Kevin.

"That was an awesome battle ever!" cheered Rosy. Everyone entered Tetrax's ship, took off and left the city.

* * *

# _Dimension 0_ #

A massive surge of purple Codon splashed through the empty space then Ultimo emerged from the light and hammer slammed on the ground in rage, shattering the space which then repaired itself.

"GWWWWWWWWWAAAAAAAAAAAGGGGGGGGGGGGHHHHH!" roared Ultimo in pure rage. She start throwing punches around, trying to smash something until a massive lava-like tentacle caught and wrapped around her arm.

"Take it easy, Ultimo. What happen?" asked a mysterious, demonic voice.

"Ah...hff, hff... Gwen has unlocked a new alien I never had and she easily defeated me...for now." sighed Ultimo.

"You were just testing her, sweet angel. She will never defeat the two of us, even if she formed... the **Alien Force**." scoffed the voice as two massive red eyes appear in the darkness. One of them are larger then the other. Ultimo gave a psycho, sadistic grin as they faded away in the void.

* * *

 **Axle- Saga ended and began another.**


	17. Chapter 17

**Chapter 17: Special Episode #2: Azmuth 1,000,000**

 **Richard: This is an old idea where I've imagined how the world will become if Azmuth had chosen to wield the Omnitrix himself instead of sending it to Max Tennyson before ending up with Ben.**

 **I have wrote…terribly in this one and poorly executed but who knows if I re-make this. Tell me your ideas on building this kind of universe and how the events will goes.**

 **The idea of calling Azmuth "Azmuth 1,000,000" or "Azmuth 1M" comes from the author of _Kyle 10_ , whose future self was proclaimed as "Kyle 1,000,912" rather then "Kyle 10,000". It is very mouthful to say that title. Maybe they'll call him "Kyle 1M912" or "Kyle Infinite", ha ha ha.**

 **I totally recommend you read both " _The Night I Become Ben 10_ " and " _Kyle 10: Alien Force_ ". He is also the one who introduced the Giga Alien forms for both aliens and predators, and the concept of Omnitrix Bearer bonding with DNA samples.**

 **And yes, I'm aware of the constant Bwen incest. Look, I was 18 when I started this story and I just go yes on everything like a die-hardcore fan. I'm now about to be 24 and I'm an adult (still childish btw) so I discard the Bwen romance unless they're distant cousin or not even related at all like the Pre-Production Ben and Gwen.**

 **So, anyway,**

* * *

Planet Galvan Prime, the home world of the Galvan, a race of small amphibious alien whose mind are greatly superior to Human brain. They lived through advance technologies way beyond Human's standard techs and was able to overcome every predators and dangers. One of the Galvan was the smartest of all Galvan. His name was **Azmuth** , the First Thinker of 5 Galaxy. He has built many wonderful tech and had a beautiful Galvan girlfriend named **Zennith** but... things become difficult for Azmuth.

Azmuth has created a Weapon of Destruction, **Ascalon**. Ascalon was a sword that carries untold powers. Zennith refused that technology and tried to talk Azmuth out of it but failed as Azmuth was too focus with the Ascalon. So focused that he have no idea Zennith had broke up with him before it was too late. Broken hearted, Azmuth dove deeper in his works and tried to fill the void in his heart. Soon, an unnamed warrior asked Azmuth to lend him the powerful sword Ascalon to fend off the enemy on **Planet Incursan** , the home world of **Incursean**. Unfortunately, the warrior misused the sword and its powers has completely destroyed Planet Incursan, leaving the Incursean homeless and at the brink of extinction, which lead them to become the warmonger, conquering several planets to find suitable food source to survive.

Azmuth was very guilty of the result of Ascalon's powers then send it away to Planet Earth, where **Sir George** , the founder of the **Forever Knight** , found and wield it to defeat the powerful octopus-like demon known as **Diagon**. Realizing that Zennith's plead were true, he began to create a new technology: The **Omnimatrix** aka the Omnitrix, the Weapon of Peace. His first Omnitrix was called the **Unitrix** , a small portable capsule who can absorbed the DNA samples of the specie it comes with contact but the DNA samples was only temporary so he sealed it away and began to created its offspring. He had the help of his assistant, **Myaxx** , whose job was to collect 1,000,081 DNA samples from different species with the help of the mosquito drones then deliver it to **Planet Primus** , where she created the **Codon Stream** , a machine that housed all DNA samples and the source of limitless energy source known as **Codon**. Using the Codon Stream, Azmuth's Omnitrix can use the DNA samples wherever and whenever it want, no matter if the Omnitrix is in the black hole or in alternate dimension.

It took Azmuth many years to build the Omnitrix as he hope this will make up for his foolish way and hope Zennith can forgive him. Once he completed it, Myaxx warned Azmuth that her Protector of **Planet Vilgaxia** , **Vilgax** the Conqueror of 10 Worlds, learned about the Omnitrix and wanted to steal it and use it as a weapon. So he called one of the PLUMBERS, **Xylene** , to deliver the Omnitrix to the most trusted PLUMBER, **Magister Max Tennyson** and programmed the Omnitrix to accept only Max's DNA code.

Vilgax gave chase after Xylene and manage to destroyed half of her ship. In one last attempt to complete her mission, she jettison the Omnitrix to Planet Earth below and it landed on the forest. Unfortunately, Max, Ben and Gwen arrived the forest late, so neither Ben nor Gwen saw the Omnitrix landing in the forest.

When a year had pass, Azmuth has no confirmation whether or not Max managed to receive the Omnitrix. Knowing Vilgax is searching through Earth and has no luck, he decided to go himself, along with his clone father, **Retaliator** , Myaxx, Unitrix and Xylene.

Welcome to Dimension 27.

* * *

# ** _Opening Theme Song: Gwen 10_** #

The scenes show several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Gwen as the music amped up.

 ** _It's started when the alien device did what it did_**

 ** _And stuck itself on her wrist with secrets that it hid_**

The scene shows Gwen as she lend forward to grab the mysterious watch from the alien capsule then it jump up and clamped on her wrist, surprising her in shock.

 ** _Now she got superpowers, she is not ordinary kid!_**

Then the next scene is when Gwen pressed the core down then the watch release a powerful energy pulse as her whole arm become covered in dark-red rock-like skin then traveled up to her eyes as she clutched them shut.

 ** _She's Gwen 10! (Gwen 10)_**

 ** _If you see her, you'll be in for a big surprise!_**

We see many quick shots of 10 different aliens.

 ** _She'll turn into an alien before your very eyes!_**

The scene shows Gwen become covered in pink-with-blue-stripes fur as her teeth grew into fangs, her eyes become yellow with up-and-down slits, her hair grew longer and pink and grew a long tail then she become a humanoid cat-like alien as she slam her claws against the ground and roar.

 ** _She's slimy, sexy, fast and strong! She comes in every shape and size!_**

We see many quick shots of 10 different aliens.

 ** _Gwen 10! (Gwen 10)_**

The scene showed Gwen ran toward the fourth wall then jump, somersault and morph into the aliens:

 ** _All new powers, she's on the case!_**

#1- Wildcat the Felinesapien

#2- Four Arms the Tetramand

 ** _Fighting all evil from Earth or space!_**

#3- Grey Matter the Galvan

#4- XLR8 the Kineceleran

 ** _She'll never stop until she makes them pay!_**

#5- Diamondhead the Petrosapien

#6- Upgrade the Galvanic Mechamorph

#7- Mermaid the Piscciss Volann

 ** _'Cause she is the baddest girl who save the day!_**

#8- Needle Mouse the Hedgesapien

#9- Firefly the Pyrofiggian

#10- Heatblast the Pyronite

 ** _Gwen 10!_**

Then Gwen land on the ground, fist first which cause the ground to cracks.

Multiple scenes are shown: the cat alien leap out of the forest and charge toward the fourth wall, Gwen finished her transformation into a four-armed alien, Ben unleash a powerful energy burst that blasted the mutated bird aside, Gwen transformed into a living crystal life form then the velociraptor alien running across the water.

The final scene shows Gwen with her watch up as all the aliens got transfer into her watch and the title " _Gwen 10_ " appear beside her.

 ** _*End Song*_**

* * *

Somewhere in the forest on Planet Earth, outside of Bellwood, a large spaceship landed in the campsite then emerged a blue Galvanic Mechamorph who began to search for a Codon energy source.

" _Son, the Omnitrix is located a several miles north of here._ " said the blue Galvanic Mechamorph. Myaxx and Xylene arrived wearing green PLUMBER uniform and one of them was carrying Azmuth and a female Galvan in her hands. They trek through the forest until they found an old crater where a metal sphere rested.

"Guess its purpose was never fulfilled." sighed Azmuth.

"Master, don't say that." said the female Galvan. Suddenly there was multiple explosion in the distance and there were screaming.

" _Vilgax is terrorizing the Human city, searching for the Omnitrix._ " said the Mechamorph.

"Father, grab the Omnitrix and let's return to Planet Primus to sealed it away." said Azmuth.

"First Thinker..." Xylene remained silent as she felt like she failed Azmuth.

" _Son, it was too late to make up for what happen between you and Zennith but you can still undo your mistake. The Omnitrix is the Weapon of Peace, which means you must use it to protect everyone from great danger and bring peace._ " said Retaliator as he used the **Mechamorph Armor** to pick up the metal sphere and gave it to his son.

"Yes, Master. You created me and my offspring, yet we never get the chance to fulfilled our purpose. Give us a chance." begged **Unitrix** , who taken a permanent form of a Galvan, which resemble Azmuth's young self but female.

"Well, First Thinker?" asked Xylene as she and Myaxx exchanged smiles. Azmuth noticed they are all looking at him, like they have faith in him. He sighed and smiled.

"Very well." Azmuth grabbed the sphere, it open up and revealed the Omnitrix. He picked it up and it strapped on his left wrist then it beeped in confirmation after reading Azmuth's DNA, recognized its creator then shrunk itself to fit on Azmuth's wrist. He start rotating the ring dial several times then the Omnitrix beeped and start rotating its ring dial at high-speed, scrolling through millions of icons. Then it stop and released smokes.

" **DNA Forces** , let's help the humans." said Azmuth.

* * *

In the street of Bellwood, there was destructions everywhere as the Bioids wreck havoc, searching for the Omnitrix for a year. Since searching with eyes didn't work last year, Vilgax decided to conquer Earth. Everyone fled in terror and the military fought as hard as they can. Max Tennyson, the retired Magister PLUMBERS, was forced to take actions, bringing his grandchildren to the fight as well. They managed to take down several Bioids and drones but more comes.

"Kids! Get to safety!" order Max as he wield an energy gun.

"Grandpa, we can't leave you!" denied Ben.

"Now!" he said again then someone jumped in and grabbed all three of them. It was Retaliator, who morphed the Mechamorph Armor to Battle Mode. He dropped them off on the street and gazed at them.

" _Stay back, Magister Tennyson! We got this covered!_ " grunted Retaliator before activating his rocket thrusters and dashed off to the sky.

"That alien knows you?!" exclaimed Gwen.

" _Feel my fury, Bioids!_ " boomed Retaliator as he start firing multiple missiles at the Bioids, blasting them apart. Xylene arrived with Myaxx and start shooting the drones down while Unitrix morphed into a female Arburian Pelarota, whose head was separated from her torso and has slender physique then the male, and curled up into an armor sphere and bored through the massive drones. More Bioids appears along with a massive sphere rolling down the street. It stopped and opened its cockpit, revealing Vilgax but in his cybernetic form.

"Vilgax?!" asked Myaxx in shock.

"Looks like I did more then just destroying the Command Bridge." frowned Xylene.

"Myaxx? What are you doing here on Earth?" asked Vilgax in a raspy voice.

"We come to stop you from destroying these Human. They don't have the Omnitrix!" answered Myaxx.

"Then where is it?!" snapped Vilgax as he charged toward the DNA Force and swung his claws, only to get rammed by the Rust Bucket. He grinded to a halt and grabbed the RV to glared at the driver. It was Max.

"Nice to see you, Vilgax!" frowned Max.

"Tennyson!" growled Vilgax as he sank his claws into the RV, lifted it up then threw it at the DNA Force, which Retaliator caught it and placed it down. Vilgax leapt toward them with his arms ready to smash them but Myaxx caught his arms and shifted her feet into the pavement. "You DARE to stand against your Protector?!" hissed Vilgax. Myaxx didn't answer as she pushed him back then rammed her fist against his leg, only to break her hand.

"GAAAH!" yelped Myaxx. Xylene start shooting him but got swatted aside by Vilgax then approached Unitrix and Retaliator until Azmuth appear before Vilgax.

"Azmuth!" hissed Vilgax.

"DNA Forces, help Max to get everyone out and removed all Bioids." order Azmuth. They obliged and fall back as Retaliator and Unitrix engaged the drones while the wounded Myaxx and Xylene went with Max to evacuated Bellwood. Azmuth turned around to face Vilgax, who has lifted up a massive concrete and slammed him down easily.

"Never take your eyes off your opponent, Galvan!" chuckled Vilgax then grew wide-eyed as the concrete got easily lifted up and underneath it was not Azmuth but a Appoplexian, wearing the same robe as Azmuth with metal gauntlet and wore the Omnitrix symbol on its chest. He pointed his finger at Vilgax while holding the debris with one hand.

"Lemme tell you somethin', Vilgax, Conqueror of 10 Worlds! Azmuth will hunt you down, even though you're standing right in front of me!" growled Azmuth in a deep growling voice and Vilgax was surprised by his behavior. "Because you can't withstand the awesomeness of Azmuth!" grinned Azmuth as he swung his claw, sliced the chunk in half then threw it at Vilgax, who managed to destroy one with his claws but the second smashed his face. He quickly recovered and charged toward Azmuth, who responded the same. They collided and engaged the grapple. Vilgax was too strong as Azmuth's fighting skills are rusty but that doesn't stop him from trying. As Vilgax brought Azmuth to his knees, his body released a flash of green light and in his place was a Spheroid who wore a robe with the Omnitrix symbol on his belly. He puffed up and blasted Vilgax away with a powerful cannon of slime. Vilgax crashed on the cars and stood back on his feet.

"YOU! YOU HAVE THE OMNITRIX!" snapped Vilgax. Azmuth then morphed into a Gimilinophetus with the same robes and wore the Omnitrix on its belt, raised his electrical-charged arms and slammed it against the pool of slimes lefted behind by the Spheroid's spit, sending powerful frenzy of electricity, zapping Vilgax in his path. "GRAAAAAAAAAAAAH!" roared Vilgax in pain then a flash of green light filled the area then Azmuth become a Kineceleran whose uniform are black with multiple green stripes and wore the Omnitrix symbol on his chest then moved in at hypersonic speed and rammed against Vilgax, sending him boring through the building. Vilgax shot up and swung his arm at Azmuth but he missed as he start running around in circle at tremendous speed, creating a massive vortex that tossed him smashing through the building.

* * *

Several Bioids appear and tried to stop them but Myaxx, using her good arm, smashed through the Bioids easily with one blow then grabbed the drone and used it as a club to smacked the rest away. Retaliator used his arm cannons and blasted multiple drones down while Xyelen and Max managed to led everyone away from the battle. Ben run up with Gwen as they evaded the drones.

"Man, this is the most craziest day ever! First robots, then Grandpa was known to be a super-secret space police, a group of aliens who knew Grandpa, an octopus guy and now a little short alien who can shapeshifted into many other aliens! Is this the end of the world?!" asked Ben.

"BEN! No more sugars!" snapped Gwen.

"You don't tell me what to do, Miss Big Butt!" argued Ben.

"Call me Big Butt one more time and I will strangle you!" growled Gwen. Suddenly a drone swooped up in front of the cousins and threaten to kill them but Ben grabbed a pole and smacked its eye, shattering it then smacked it down. He took a deep breath and sighed.

"You're right. No more sugar..." sighed Ben. Gwen held his hand and smiled at him.

"Thank you." she mouthed. Suddenly more drones appeared and Ben ran ahead, dragging Gwen with him.

" _DESTROY ALL BIOIDS!_ " boomed Retaliator as he fired all weapons, blasting every drones out of the sky while Unitrix morphed into a female Aerophibian, who has more feminine appearance, and blasted them all with nauroshock blasts.

* * *

In the battlefield, Vilgax got pushed away by a yellow armored sphere but he activated his steroid pumps, increasing the mass of his arms greatly and instantly stopped the rotation then lifted his arms up and slammed the sphere into the ground.

"Soon I will take the Omnitrix from your rotten corpse and ruled the galaxy!" frowned Vilgax. A flash of green light shined his face and emerged a Pyronite who is very muscular, has two mini-volcanos on his shoulders and wore the Omnitrix symbol on his chest. He amped up his flames and blasted Vilgax away with his flamethrowers.

"The Omnitrix is not a weapon like the Ascalon!" frowned Azmuth as he instantly morphed into a Polar Manzardill with the Omnitrix symbol on his left forearm and blasted Vilgax with his ice breath, trapping him in a block of ice but he broked free and grabbed Azmuth's dorsal fins and threw him away. Azmuth crashed against the gas station and exploded, releasing a massive firewall then it got turned into a wall of ice as an intangible Necrofiggian emerged from within and become tangible. He then morphed into a Petrosapien, who wore black uniform with a robe and wore the Omnitrix symbol on his left chest. He slammed his hands on the floor and send a series of crystal toward Vilgax and encased him inside. Sadly, he broke free again and charged toward Azmuth.

"This is going nowhere, Vilgax. You cannot win by attacking in such savage instinct." said Azmuth as he morphed his hands into blades then engaged the close combat. It's seems that now Vilgax is losing the battle. Vilgax punched Azmuth twice but he counter with several blows then fires multiple shards at Vilgax, forcing him to stagger back then summons 3 massive crystal then slammed it against the Chimera Sui Gerenis. He released a green light and morphed into a Sonorosian then created 5 clones.

" **Wall of Sound!** " they shout in unison as they unleashed a powerful sonic scream, blasting the crystals into pieces and stunned Vilgax greatly then they merged back as one and morphed into a Tetramand with the same uniform with the Omnitrix symbol on his chest. He charged toward Vilgax, who recovered and followed the suit. They collided and released a powerful shockwave. They engaged the grapple and Vilgax increased his strengths even more. The ground was shifting greatly by the massive brawl then Azmuth headbutted him, jabbed his stomach then land a double uppercut, sending Vilgax flying but he somersault and landed on the ground, shifting the debris apart. Azmuth morphed again and become a Pyronite then blasted him with his flamethrower. Vilgax emerged unharmed, charged toward Azmuth and swung his arm but Azmuth morphed into a Vulpinmancer, leapt up and pounced his back, knocking him down. Azmuth landed on his paws then morphed into a Conductoid.

"Now then, time to drain your energy to zero." grinned Azmuth with a cocky grin as he stabbed Vilgax's body with his antennas and instantly drained all of his energy, forcing Vilgax to fell unconscious then Azmuth morphed back into a Polar Manzardill and froze him up with his ice breath.

"Now chill out!" joked Azmuth as he morphed back into his Galvan form. He place his half-bend finger on his chin.

"It seems the DNA samples has some side-effects on the personality. But the Omnitrix was very successful." smiled Azmuth as he morphed into the Kineceleran and dashed off to regroup with the others.

* * *

Once the dangers had adverted, the DNA Forces gathered around with Max, Ben and Gwen.

"Guess you can't stay in your lab forever, huh Azmuth?" asked Max.

"You could say that." nodded Azmuth.

" _We are the DNA Force! We shall be the protector of the Galaxy!_ " boasted Retaliator as his armor morphed back into normal.

"Of course, we will be more graceful if you want to join us, Magister." smiled Myaxx.

"Well, I guess I do missed the old days." shrugged Max with a smile.

"Can we be part of your teams?" asked Gwen.

"This job is not child's play." said Azmuth.

"Unless you have another Omnitrixes." smiled Ben.

"Uh... Azmuth only build one." said Xylene.

"Awww!" whined both Ben and Gwen.

"However, there are some alternative way for your abilities." add Unitrix in her default form.

* * *

After they taken Vilgax to the Null Void, the DNA Forces began their missions for peace. They have made several peace treaties on following planets; Planet Vulpin, Planet Petropia, Planet Pisciss, the star Pyro, etc.

During the voyage on Planet Anodyne, Max and the kids are reunited with Verdona, who was filled with joy to see her husband again. However, a bounty hunter came to the planet and tried to hunt the Anodites. Verdona tried to stop him but she got defeated, enraging Gwen to transformed into her Anodite form, activating her Spark then she defeated the bounty hunter.

Then a mysterious Galvanic Mechamorph came to Galvan Prime and demanded Azmuth for a cure to restore his DNA code but Azmuth managed to put him down using the combos of Spheroid and Nosedeenian. Once he's subdue, Azmuth finished the Helix and cured the Galvanic Mechamorph, returning him to normal behavior.

Next, a group of alien race who claimed to be the purest race of all tried to conquer every planets and turned it into snowy wasteland to survive. However, the DNA Force fought them and stopped their plans by curing their sickness and damaged DNA using the Omnitrix.

The DNA Forces have brought peace throughout the galaxy but someday, darkness will emerge from the void of space and will shatter the peace from the galaxy.


End file.
